3D SYSTEMS CORP (Form: 8-K, Received: 11/22/2011 16:23:51)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 21, 2011

3D SYSTEMS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware	1-34220	95-4431352
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

333 Three D Systems Circle Rock Hill, SC		29730
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (803) 326-3900

N/A

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

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

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

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

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

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

Item 1.01.

Entry into a Material Definitive Agreement.

Acquisition of Z Corporation and Vidar Systems Corporation

On November 21, 2011 (the “Signing Date”) the registrant and its principal U.S. operating subsidary, 3D Systems, Inc., a California corporation (“3D California”), entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) to purchase all of the outstanding capital stock of Z Corporation, a Massachusetts corporation (“Z Corp”), and Vidar Systems Corporation, a Virginia corporation (“Vidar”), from Contex Group A/S (the “Seller”), a subsidiary of Ratos AB, on a debt-free basis for $137 million in cash. In addition to the purchase price, which is subject to certain adjustments provided for in the Stock Purchase Agreement, the Seller would be entitled to retain any cash at the time of closing held by Z Corp and Vidar except for an agreed-upon amount of cash to be included in not less than $6.6 million of working capital of Z Corp and Vidar which will be delivered to the registrant at the closing of the acquisition. The registrant plans to pay the purchase price, as well as certain transaction expenses, from the proceeds of a recently completed private placement of $152 million of senior convertible notes as described below.

The Stock Purchase Agreement contains covenants, representations and warranties among the parties that the registrant believes to be customary. The parties also agreed to certain non-competition and non-solicitation obligations that will be effective for five years from the closing of the acquisition, and the Stock Purchase Agreement sets forth various indemnity obligations, including an obligation of the Seller to indemnify the registrant and its affiliates against losses suffered by them from, among other things, breaches of representations, warranties and covenants, subject to certain limitations set forth in the Stock Purchase Agreement.

The closing of the transactions contemplated by the Stock Purchase Agreement is subject to closing conditions set forth in that Agreement, which the registrant believes to be customary, including among others those relating to the accuracy of the parties’ representations and warranties, delivery of certain ancillary agreements and the termination or expiration of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”). The Stock Purchase Agreement provides for the parties to make a filing under the HSR Act promptly and to co-operate in obtaining the expiration or termination of the applicable waiting period. The registrant plans to consummate the acquisition promptly after the satisfaction of the closing conditions provided for in the Stock Purchase Agreement.

The Board of Directors of the registrant has approved the acquisition. Neither the Seller nor Ratos AB was a party to any relationship or transaction with the registrant, any director or officer of the registrant or any associate of any such director or officer prior to the execution of the Stock Purchase Agreement.

The registrant believes that the combination of Z Corp’s and Vidar’s products and services with the registrant’s complementary 3D content-to-print solutions will position the registrant for accelerated growth in the 3D content-to-print space. The registrant views the acquisition as an opportunity to fill performance and price gaps with complementary products and technology while doubling its reseller coverage globally. On a combined basis, Z Corp and Vidar generated approximately $58 million of revenue for the twelve months ended June 30, 2011, with a combined gross profit margin of 55%. The registrant expects to incur one-time professional M&A expenses in the range of $2.25 to $2.75 million during the fourth quarter of 2011 related to completion of all of its acquisition activities.

The representations, warranties and covenants contained in the Stock Purchase Agreement were made only for purposes of the Stock Purchase Agreement and were solely for the benefit of the parties to the Stock Purchase Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the negotiation and execution of the Stock Purchase Agreement. The representations and warranties may have been made for the purpose of allocating contractual risk between the parties to the Stock Purchase Agreement instead of establishing these matters as facts, and may be subject to standards of materiality or knowledge applicable to the contracting parties that differ from those applicable to investors. Investors should not rely upon the representations, warranties, or covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Seller, the registrant, 3D California or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Stock Purchase Agreement, which subsequent information may or may not be fully reflected in the registrant’s public disclosures.

The foregoing description of the Stock Purchase Agreement and the transactions contemplated thereby does not purport to be complete and is qualified in its entirety by the terms and conditions of the Stock Purchase Agreement, which is filed as Exhibit 2.1 hereto and incorporated herein by reference.

Private Placement of Senior Convertible Notes

On November 21, 2011, the registrant entered into definitive purchase agreements with persons who are both institutional accredited investors within the meaning of Rule 501 of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”), and qualified institutional buyers as defined in Rule 144A under the Securities Act for the private placement of $152 million of 5.50% Senior Convertible Notes due 2016 (the “Notes”) in a transaction made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act.

The Notes were issued under an Indenture dated as of November 22, 2011, between the registrant and Wells Fargo Bank, National Association, as trustee (the “Indenture”), at a price of 98% of their $152 million aggregate principal amount, which equates to gross proceeds of $148,960,000. After deducting commissions afforded to the placement agents, the net proceeds of this issuance to the registrant amounted to $144,491,200.

The Notes are senior unsecured obligations of the registrant and rank equal in right of payment with all of its existing and future senior unsecured indebtedness and senior in right of payment to any subordinated indebtedness. The Notes are structurally subordinated to the claims of the creditors of the registrant’s subsidiaries, including trade creditors, and effectively subordinated to any secured indebtedness of the registrant to the extent of the value of the assets securing that indebtedness.

The Notes are convertible into shares of the registrant’s common stock, par value $0.001 per share (“Common Stock”) at an initial conversion rate of 46.6021 shares of Common Stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $21.46 per share of Common Stock, which is approximately a 27.5% premium to the $16.83 closing price of the registrant’s Common Stock on November 18, 2011. At this conversion rate, the holders of the Notes may have the right to convert the Notes into 7,083,520 shares of the registrant’s Common Stock. If the Notes are converted, the registrant will generally have the right to pay cash, shares of Common Stock or a combination of cash and Common Stock, for any Notes that are converted. Unless earlier repurchased, redeemed or converted, the Notes will mature on December 15, 2016.

On the terms and conditions set forth in the Indenture, the registrant has a right to call for redemption all, but not less than all, of the Notes if by July 15, 2012, the applicable waiting period under the HSR Act with respect to the acquisition of Z Corp and Vidar described above shall not have expired or been terminated.

The Indenture also provides that if the registrant undergoes certain fundamental changes prior to the maturity of the Notes, it may be required to repurchase the Notes, and if an event of default occurs on the Notes, the Notes may be declared immediately due and payable.

The conversion rate is subject to adjustment in certain circumstances as more fully set forth in the Indenture covering the Notes. Under certain circumstances more fully set forth in the Indenture, the Notes may become convertible into a maximum of 9,031,491 shares of the registrant’s Common Stock.

The Notes were offered and sold only to persons who are both institutional accredited investors within the meaning of Rule 501 of Regulation D under the Securities Act, and qualified institutional buyers as defined in Rule 144A under the Securities Act in a transaction made in reliance on the exemption from registration provided by Section 4(2) of the Securities Act. The registrant did not grant any registration rights to either the holders of the Notes or the holders of any shares of Common Stock issuable upon conversion of the Notes, and such securities are subject to certain restrictions on transfer provided for by the Indenture.

The foregoing description of the private placement of the Notes and the Indenture does not purport to be complete and is qualified in its entirety by the terms and conditions of the Indenture, which is filed as Exhibit 4.1 hereto and incorporated herein by reference.

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Form 8-K relating to the private placement of the Notes and the Indenture is incorporated by reference into this Item 2.03.

Item 3.02

Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 of this Form 8-K relating to the private placement of the Notes and the Indenture is incorporated by reference into this Item 3.02.

Item 9.01.

Financial S tatem ents and Exhibits.

(d) Exhibits.

2.1

Stock Purchase Agreement dated as of November 21, 2011, by and among Contex Group A/S, 3D Systems, Inc., Ratos AB and 3D Systems Corporation

4.1

Indenture dated as of November 22, 2011 by and between 3D Systems Corporation and Wells Fargo Bank, National Association, as trustee

Forward-Looking Statements

Certain statements made in this Form 8-K that are not statements of historical or current facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of the registrant to be materially different from historical results or from any future results expressed or implied by such forward-looking statements. In addition to statements that explicitly describe such risks and uncertainties, readers are urged to consider statements in the conditional or future tenses or that include terms such as “believes,” “belief,” “expects,” “estimates,” “intends,” “anticipates” or “plans” to be uncertain and forward-looking. Forward-looking statements may include comments as to the registrant’s beliefs and expectations as to future events and trends affecting its business and are necessarily subject to uncertainties, many of which are outside the control of the registrant. The factors described under the headings “Forward-Looking Statements,” “Cautionary Statements and Risk Factors,” and “Risk Factors” in the registrant’s periodic filings with the Securities and Exchange Commission, as well as other factors, could cause actual results to differ materially from those reflected or predicted in forward-looking statements.

SIGNATURES

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

		3D SYSTEMS CORPORATION
Date: November 22, 2011
		/s/ ROBERT M. GRACE, JR.
		(Signature)
		Name: Robert M. Grace, Jr.
		Title: Vice President, General Counsel and Secretary

EXHIBIT INDEX

Exhibit No.		Exhibit Description


2.1		Stock Purchase Agreement dated as of November 21, 2011, by and among Contex Group A/S, 3D Systems, Inc., Ratos AB and 3D Systems Corporation

4.1		Indenture dated as of November 22, 2011 by and between 3D Systems Corporation and Wells Fargo Bank, National Association, as trustee

EXECUTION VERSION

STOCK PURCHASE AGREEMENT

by and among

CONTEX GROUP A/S,

3D SYSTEMS, INC.

RATOS AB,

and

3D SYSTEMS CORPORATION

November 21, 2011

TABLE OF CONTENTS

Page

Article I. DEFINITIONS; INTERPRETATIONS		1

Section 1.01	Definitions	1
Section 1.02	Interpretation	12

Article II. SALE AND PURCHASE		12

Section 2.01	Sale and Purchase of Shares	12
Section 2.02	Purchase Price	12
Section 2.03	Closing	13
Section 2.04	Closing Deliverables	13
Section 2.05	Adjustments to Purchase Price	15
Section 2.06	Withholding Rights	16
Section 2.07	Pre-Closing Breaches of Seller’s Representations and Warranties.	17

Article III. REPRESENTATIONS AND WARRANTIES OF SELLER REGARDING THE TARGETS		18

Section 3.01	Organization, Power and Authority	18
Section 3.02	Capitalization; Subsidiary	18
Section 3.03	No Conflicts	19
Section 3.04	Financial Statements; No Undisclosed Liabilities; Corporate Records	20
Section 3.05	Business and Assets	20
Section 3.06	Intellectual Property	20
Section 3.07	Tax Matters	22
Section 3.08	Contracts and Commitments	24
Section 3.09	Litigation	26
Section 3.10	Compliance with Laws	26
Section 3.11	Permits	26
Section 3.12	Insurance	26
Section 3.13	Employee Benefits	27
Section 3.14	Employees and Labor Matters	29

Section 3.15	Environmental Laws	30
Section 3.16	Real Property	31
Section 3.17	Relationships with Affiliates	31
Section 3.18	Anti-Corruption Laws	31
Section 3.19	Absence of Certain Developments	32
Section 3.20	Accounts and Notes Receivable and Payable.	33
Section 3.21	Suppliers.	33
Section 3.22	Inventories.	34
Section 3.23	Product Warranty; Product Liability.	34

Article IV. REPRESENTATIONS AND WARRANTIES OF SELLER		34

Section 4.01	Organization; Corporate Power and Authority	34
Section 4.02	Ownership of the Shares	34
Section 4.03	No Conflict	34
Section 4.04	Governmental Filings	35
Section 4.05	Closing Consents	35
Section 4.06	Litigation	35
Section 4.07	No Broker	35
Section 4.08	No Other Representations or Warranties	35

Article V. REPRESENTATIONS AND WARRANTIES OF BUYER		36

Section 5.01	Organization; Power and Authority	36
Section 5.02	No Conflict	36
Section 5.03	Governmental Filings	36
Section 5.04	Closing Consents	36
Section 5.05	Litigation	36
Section 5.06	Securities Matters	37
Section 5.07	Financial Ability	37
Section 5.08	No Broker	37
Section 5.09	No Other Representations or Warranties	37

Article VI. COVENANTS AND AGREEMENTS		37

Section 6.01	Interim Operations	37
Section 6.02	Access of Buyer	40

Section 6.03	Buyer Record Retention and Seller Post-Closing Access	40
Section 6.04	Record Preservation by Buyer	41
Section 6.05	Public Announcements	42
Section 6.06	Restrictive Covenants of Seller	42
Section 6.07	Restrictive Covenants of Buyer.	44
Section 6.08	Regulatory and Other Authorizations; Notices and Consents	45
Section 6.09	Notification of Certain Matters	46
Section 6.10	Additional Financial Statements	47
Section 6.11	Tax Matters and Tax Indemnity.	47
Section 6.12	Insurance.	51
Section 6.13	Support Obligations	51
Section 6.14	Restrictions of Buyer	51
Section 6.15	Termination of Affiliate Relationships	51
Section 6.16	Employee Benefit Matters	51
Section 6.17	Further Assurances	52
Section 6.18	Subsidiary	52

Article VII. CONDITIONS TO OBLIGATIONS OF SELLER		53

Section 7.01	Accuracy of Representations	53
Section 7.02	Performance of Covenants and Agreements	53
Section 7.03	Governmental Approvals	53
Section 7.04	Legal Proceedings	53

Article VIII. CONDITIONS TO OBLIGATIONS OF BUYER		53

Section 8.01	Accuracy of Representations and Warranties	53
Section 8.02	Performance of Covenants and Agreements	54
Section 8.03	Governmental Approvals	54
Section 8.04	Legal Proceedings	54
Section 8.05	No Material Adverse Effect	54

Article IX. TERMINATION		54

Section 9.01	Termination	54
Section 9.02	Effect of Termination	55

iii

Article X. INDEMNIFICATION; LIMITATION OF LIABILITY		56

Section 10.01	Indemnity	56
Section 10.02	Survival	56
Section 10.03	Limitations of Liability	56
Section 10.04	Third Party Claims	57
Section 10.05	Other Claims	59

Article XI. MISCELLANEOUS		59

Section 11.01	Fees and Expenses	59
Section 11.02	Remedies	59
Section 11.03	Consent to Amendments; Waivers	60
Section 11.04	Successors and Assigns	60
Section 11.05	Severability	60
Section 11.06	Counterparts	61
Section 11.07	Descriptive Headings; Interpretation	61
Section 11.08	Entire Agreement	61
Section 11.09	No Third Party Beneficiaries	61
Section 11.10	Assignment	61
Section 11.11	Governing Law	61
Section 11.12	Waiver of Jury Trial	61
Section 11.13	Jurisdiction; Service of Process	62
Section 11.14	Notices	62
Section 11.15	3D Systems Guarantee.	63
Section 11.16	Parent Undertaking.	63

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT (this “ Agreement ”), is dated as of November 21, 2011, and is entered into by and among Contex Group A/S, a Danish corporation (“ Seller ”), 3D Systems, Inc., a California corporation (“ Buyer ”), solely for the purposes of Section 6.05 and Section 6.08 and Article XI , Ratos AB, a Swedish company (“ Parent ”), and, solely for the purposes of Section 6.05 , Section 6.07 , Section 6.08 and Article XI , 3D Systems Corporation, a Delaware corporation (“ 3D Systems ” and, together with Seller, Buyer and Parent, the “ Parties ” and each a “ Party ”).

WHEREAS, Seller owns (i) all of the issued and outstanding shares (the “ Z Corporation Shares ”) of common stock, par value $0.01 per share, of Z Corporation, a Massachusetts corporation (“ Z Corporation ”), and (ii) all of the issued and outstanding shares (the “ VIDAR Shares ” and, together with the Z Corporation Shares, the “ Shares ”) of common stock, par value $0.01 per share, of VIDAR Systems Corporation, a Virginia corporation (“ VIDAR ” and together with Z Corporation, the “ Targets ”);

WHEREAS, (i) the respective boards of directors (or other applicable governing bodies) of Seller and Buyer have authorized and approved of this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby and any other actions required to be approved by such boards of directors (or other applicable governing bodies) in order to consummate the transactions contemplated hereby and thereby and (ii) the equityholders of Seller have, to the extent required by Law or by the governing documents of Seller, authorized and approved of this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby and any other actions required to be approved by such equityholders in order to consummate the transactions contemplated hereby and thereby; and

WHEREAS, Buyer desires to purchase, acquire and accept from Seller and Seller desires to sell, assign and transfer to Buyer all of the Shares.

NOW, THEREFORE, in consideration of the mutual covenants, agreements and understandings herein contained, the receipt and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

ARTICLE I.

DEFINITIONS; INTERPRETATIONS

Section 1.01 Definitions .

“ 3D Systems ” shall have the meaning given to it in the Preamble.

“ Accounting Firm ” shall mean a nationally recognized accounting firm selected by mutual agreement of Buyer and Seller that has not provided audit or consulting services to the Parties or any of their Affiliates during the last five (5) years.

“ Action ” shall mean any charge, demand, investigation, suit, proceeding, complaint, material grievance, charge, hearing, inquiry, investigation, criminal prosecution, audit, arbitration, claim (including a claim of a violation of Law), mediation or other action brought, conducted or heard

by or before any Governmental Authority, mediator or arbitrator, of any nature whether civil, criminal, regulatory or otherwise, at Law or in equity.

“ Affiliate ” shall mean any Person controlling, controlled by or under common control with any other Person. For purposes of this definition, “control” (including “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of securities, partnership or other ownership interests, by Contract or otherwise. For the avoidance of doubt, (i) the Target Companies shall not be deemed to be Affiliates of Buyer prior to the Closing and (ii) the Targets shall not be deemed to be Affiliates of Seller at and after the Closing.

“ Agreement ” shall have the meaning given to it in the Preamble.

“ Anti-Corruption Laws ” shall have the meaning given to it in Section 3.18(a) .

“ Base Purchase Price ” shall mean an amount equal to $137,000,000.

“ Baseline Net Working Capital ” shall mean an amount equal to $6,640,979, it being understood and agreed that such amount includes the Closing Cash Reserve, which is calculated pursuant to Schedule 1.01(a) .

“ Basket ” shall have the meaning given to it in Section 10.03(a) .

“ Books and Records ” shall mean the books of account and corporate or similar records of each of the Targets, including certificates of incorporation, articles of incorporation, bylaws, or other governing documents, minutes of meetings of the board of directors and shareholders, stock transfer records, Tax Returns and Tax workpapers.

“ Business ” shall mean, collectively, the VIDAR Business and the Z Corporation Business.

“ Business Day ” shall mean any day other than Saturday, Sunday or any other day on which banking institutions in New York, New York are not open for the transaction of normal banking business.

“ Business Employees ” shall have the meaning given to it in Section 6.16(a) .

“ Buyer ” shall have the meaning given to it in the Preamble.

“ Buyer Fundamental Representations ” shall have the meaning given to it in Section 10.02 .

“ Buyer Indemnitees ” shall have the meaning given to it in Section 10.01(a) .

“ Buyer Prepared Tax Returns ” shall have the meaning given to it in Section 6.11(c)(ii) .

“ Buyer Restricted Business ” shall have the meaning given to it in Section 6.07(a)(i) .

“ Cash ” shall mean all cash held in banking accounts of the Targets or by the Targets in petty cash, plus the amount of all checks received but not deposited or cleared, minus the amount of all checks and drafts issued but not cleared, in accordance with GAAP.

“ Cash Pooling Agreements ” shall mean, collectively, (i) the Intercompany Agreement among Seller, the Targets and Contex Americas, Inc. dated December 17, 2009, and (ii) the Cash Pooling Agreement among Seller, the Targets, Contex Americas, Inc. and Nordea Bank Finland Plc dated November 12, 2009.

“ Closing ” shall have the meaning given to it in Section 2.03 .

“ Closing Cash ” shall mean an amount equal to the difference between (i) the aggregate amount of Cash of the Targets as of 12:01 a.m. (New York time) on the Closing Date minus (ii) the Closing Cash Reserve.

“ Closing Cash Reserve ” shall mean an amount of unrestricted Cash equal to $475,000.

“ Closing Date ” shall have the meaning given to it in Section 2.03 .

“ Closing Employee Transaction Payments ” shall mean an amount equal to the Employee Transaction Payments not paid (i) by Seller, (ii) by the Targets prior to the Closing, or (iii) by the Targets at the Closing and deducted from Closing Cash.

“ Closing Indebtedness ” shall mean the aggregate amount of Indebtedness of the Targets as of 12:01 a.m. (New York time) on the Closing Date; provided , that Closing Indebtedness shall not include (i) Selling Expenses or (ii) Employee Transaction Payments.

“ Closing Net Working Capital ” shall mean an amount equal to the aggregate of (i) the combined net working capital of the Targets calculated in accordance with GAAP and with Schedule 1.01(a) as of 12:01 a.m. (New York time) on the Closing Date and (ii) the Closing Cash Reserve; provided , that current Liabilities shall not include any amounts included in (w) Selling Expenses, (x) Employee Transaction Payments, (y) Closing Indebtedness, or (z) the amount of all checks and drafts issued but not cleared and subtracted from Closing Cash; and provided, further , that current assets shall not include the amount of all checks received but not deposited or cleared and included in Closing Cash.

“ Closing Selling Expenses ” shall mean an amount equal to the Selling Expenses not paid (i) by Seller, (ii) by the Targets prior to the Closing, or (iii) by the Targets at the Closing and deducted from Closing Cash.

“ Closing Statement ” shall have the meaning given to it in Section 2.05(a) .

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

“ Confidential Information ” means any nonpublic information, including methods of operation, customers, customer lists, products, prices, fees, costs, Intellectual Property, marketing methods, plans, personnel, suppliers, competitors, markets or other specialized information or proprietary matters. Confidential Information does not include, and there shall be no obligation hereunder

with respect to, information that (i) is generally available to the public on the date of this Agreement, (ii) becomes generally available to the public other than as a result of a disclosure not otherwise permissible hereunder, (iii) was within the recipient party’s possession or developed by the recipient party prior to it being furnished to the recipient by or on behalf of the disclosing party pursuant hereto, (iv) becomes available to the recipient party on a non-confidential basis from a source other than by or on behalf of the disclosing party, (v) was developed independently by the recipient party or its employees or (vi) is generally made available to third parties by the disclosing party without restriction on disclosure.

“ Confidentiality Agreement ” shall have the meaning given to it in Section 6.02(c) .

“ Consent ” shall mean any approval, consent, ratification, waiver or other authorization.

“ Contract ” shall mean any legally binding contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, or license, whether written or oral.

“ Controlled Group ” shall mean any Person (i) under common control within the meaning of Section 4001(b)(1) of ERISA or Section 414(b), (c), (m) or (o) of the Code with Seller or any of its subsidiaries or Affiliates, or (ii) which together with Seller or any of its subsidiaries or Affiliates is treated as a single employer under Section 414(t) of the Code.

“ Definitive Pre-Closing Losses Amount ” shall have the meaning given it in Section 2.07(b) .

“ Disputed Item ” shall have the meaning given to it in Section 2.05(b) .

“ Employee Benefit Plans ” shall have the meaning given to it in Section 3.13(a) .

“ Employee Transaction Payments ” shall mean the aggregate amount of payments under any Employee Benefit Plans which the Targets are obligated to make to their employees in connection with the transactions contemplated by this Agreement that are not paid by the Targets or Seller or any of its Affiliates prior to or at Closing. Schedule 3.13(a) indicates all of the Employee Benefit Plans which may provide for Employee Transaction Payments.

“ Environmental Costs and Liabilities ” means, with respect to any Person, all Liabilities, responsibilities, losses, damages (including natural resource damages), obligations to pay punitive and consequential damages to third parties, costs and expenses (including all reasonable fees, disbursements and expenses of counsel, experts and consultants and costs of investigation and feasibility studies), fines, penalties, sanctions and interest which relate to or arise out of any violation of or Liability under Environmental Law (including, without limitation, claims under common law for personal injury or property damage) or a Release or threatened Release of Hazardous Materials.

“ Environmental Law ” means any Law (including the common law) as in effect as of the Closing in any way relating to the protection, management or regulation of the environment or natural resources, including those relating to manufacture, possession, presence, use, sale, labeling, registration, generation, transportation, treatment, storage, emission, management, disposal, discharge, release, threatened release, abatement, removal, remediation, processing, or handling of or exposure to Hazardous Materials.

“ Environmental Permit ” means any Permit required by Environmental Laws for the operation of the Business as currently conducted.

“ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

“ Estimated Closing Cash ” shall have the meaning given to it in Section 2.04(a) .

“ Estimated Closing Indebtedness ” shall have the meaning given to it in Section 2.04(a) .

“ Estimated Closing Net Working Capital ” shall have the meaning given to it in Section 2.04(a) .

“ Estimated Closing Employee Transaction Payments ” shall have the meaning given to it in Section 2.04(a) .

“ Estimated Pre-Closing Losses Amount ” shall have the meaning given to it in Section 2.07(a) .

“ Estimated Purchase Price ” shall have the meaning given to it in Section 2.04(a) .

“ Estimated Closing Selling Expenses ” shall have the meaning given to it in Section 2.04(a ).

“ Excluded Tax Liabilities ” means any Liability for (i) Taxes related to any Pre-Closing Tax Period or Pre-Closing Partial Tax Period that are imposed on any of the Targets except to the extent specifically taken into account in the calculation of Closing Net Working Capital (but excluding any Taxes arising on the Closing Date and after the Closing that are incurred other than in the ordinary course of business), (ii) Taxes related to any Pre-Closing Tax Period or any Pre-Closing Partial Tax Period that are imposed on any of the Targets as a result of such company’s being included in an affiliated group that files consolidated, combined or unitary Tax Returns by reason of Treasury Regulation Section 1.1502-6 or any comparable or similar provision of state, local or foreign Law, (iii) the Transfer Taxes described in Section 6.11(f) of this Agreement for which Seller is responsible, and (iv) payments under any tax allocation, sharing or similar agreement or arrangement to which any of the Targets is subject immediately prior to the Closing (other than pursuant to any commercial Contract not primarily related to Taxes). For the avoidance of doubt, the Taxes described in clause (i) shall include any Taxes related to any Pre-Closing Tax Period or Pre-Closing Partial Tax Period that are imposed on any of the Targets as a result of (x) the ongoing IRS audit of Z Corporation for the tax years ended December 31, 2006, December 31, 2007 and December 31, 2008 (the “ Pending Audit ”) and (y) any other audit of Z Corporation or VIDAR for (and solely to the extent related to) any Pre-Closing Tax Period or Pre-Closing Partial Tax Period.

“ FD&C Act ” shall mean the Federal Food, Drug, and Cosmetic Act of 1938, as amended, and its implementing regulations.

“ Financial Statements ” shall have the meaning given to it in Section 3.04(a) .

“ GAAP ” shall mean the generally accepted accounting principles in effect in the United States from time to time, applied consistently throughout the time periods involved.

“ Governmental Authority ” shall mean any federal, state, local or other governmental authority or regulatory body, or political subdivision thereof, within the United States, Denmark, or any other applicable jurisdiction, foreign or domestic, or any agency, division, ministry, instrumentality or authority thereof, any multinational, supra-national or quasi-governmental entity, body or authority, any self-regulatory organization (including any securities exchange) or any court or arbitrator (public or private).

“ Governmental Consents and Approvals ” shall have the meaning given to it in Section 6.08(b) .

“ Governmental Official ” shall mean any official, officer, employee or representative of, or any Person acting in an official capacity for or on behalf of (i) any national, federal, state, county, municipal, or local government or any entity exercising executive, legislative, judicial, regulatory, taxing or administrative functions of or pertaining to government, (ii) any public international organization, (iii) any agency, division, bureau, department or other political subdivision of any government, entity or organization described in the foregoing clauses (i) or (ii) of this definition, or (iv) any company, business, enterprise or other entity owned, or controlled by any government, entity, organization or other Person described in the foregoing clauses (i), (ii) or (iii) of this definition.

“ Governmental Order ” shall mean any order, ruling, writ, judgment, injunction, decree, stipulation, determination or award entered by or with any Governmental Authority.

“ Hazardous Material ” means any substance, material, emission or waste that is regulated, classified, or otherwise characterized, defined or designated under or pursuant to any Environmental Law as “hazardous,” “toxic,” or “radioactive,” or as a “pollutant” or “contaminant,” or words of similar meaning or effect, including, without limitation, petroleum and its by-products.

“ HSR Act ” shall mean the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

“ Indebtedness ” shall mean, with respect to any specified Person and without duplication, (i) the aggregate amount outstanding of debt for borrowed money of such Person (including any unpaid principal or premium and accrued and unpaid interest), (ii) the aggregate amount outstanding of obligations of such Person evidenced by notes, bonds, debentures or other instruments, (iii) the aggregate amount outstanding of any purchase price for unpaid equipment, property or other assets of such Person, including any unpaid principal or premium and accrued and unpaid interest, (iv) the aggregate amount outstanding of any leases that either are or would be required to be capitalized in accordance with GAAP, (v) the aggregate amount outstanding under any letter of credit, banker’s acceptance or similar credit transaction for which such Person is obligated to reimburse any obligor, (vi) the aggregate amount outstanding under any interest rate or currency swap transaction (valued at the termination value thereof) for which such Person is liable, (vii) any guaranty or surety (but only up to the amount of such guaranty or surety) by such Person of any of the types of obligations referred to in clauses (i) through (vi), and (viii) any Liens (but only up to the amount of such Lien and other than any Permitted Liens not to be discharged at or prior to Closing and Statutory Liens) on any property or assets of such Person securing any of the types of obligations referred to in clauses (i) through (vi).

“ Indemnified Party ” shall have the meaning given to it in Section 10.04(a) .

“ Indemnifying Party ” shall have the meaning given to it in Section 10.04(a) .

“ Intellectual Property ” shall mean all right, title and interest in intellectual property, whether protected, created or arising under any Law, including: (a) inventions (whether patentable or unpatentable and whether or not reduced to practice), all improvements thereto, all patents, patent applications, and patent disclosures, together with all reissuances, divisionals, continuations, continuations-in-part, provisionals, extensions, and reexaminations thereof and patents issuing thereon (collectively, “ Patents ”); (b) all trademarks, service marks, trade dress, logos, trade names, corporate names, service names, brand names, trade dress rights, trade styles, logos and other source or business identifiers and general intangibles of a like nature, together with all translations, adaptations, derivations, and combinations thereof and including all common law rights and goodwill associated therewith, along with all applications, registrations, renewals and extensions thereof (collectively, “ Marks ”); (c) all copyrightable works, copyrights, mask works, database and design rights, whether or not registered or published, all applications, registrations, recordations and renewals in connection therewith, along with all reversions, extensions and renewals thereof (collectively, “ Copyrights ”); (d) all confidential and proprietary information, including trade secrets, know-how, customer and supplier lists and related information, pricing and cost information, business and marketing plans, research and development, and all other confidential and proprietary financial, marketing and business data, technical data, specifications, designs, drawings, formulae, algorithms, procedures, techniques, research and development, apparatus, materials, methods and schematics (collectively, “ Trade Secrets ”); (e) internet domain names; (f) Software; and (g) all other intellectual property rights arising from or relating to all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of any of the foregoing, in any form whether or not specifically listed herein.

“ Intercompany Indebtedness ” shall mean the amount equal to the Indebtedness of the Targets owed to Seller or any of its Affiliates (other than the Targets).

“ Interim Period ” shall have the meaning given to it in Section 6.01(a) .

“ IRS ” shall mean the Internal Revenue Service.

“ Knowledge of Seller ” shall mean the actual knowledge of the persons listed on Schedule 1.01(b) after reasonable inquiry.

“ Law ” shall mean any applicable law, statute, constitution, rule, regulation, code, decision, or Governmental Order promulgated, adopted, enacted, implemented, issued or otherwise put into effect by or under authority of any applicable Governmental Authority.

“ Leased Real Property ” shall have the meaning given to it in Section 3.16 .

“ Liability ” shall mean any debt, loss, liability, or obligation of any nature (whether direct or indirect, absolute or contingent, accrued or unaccrued, matured or unmatured, determined or determinable).

“ Lien ” shall mean any mortgage, pledge, charge, security interest, collateral assignment, encumbrance, deed of trust, lien or any other similar restriction, limitation or encumbrance.

“ Losses ” shall mean any losses, liabilities, costs, judgments, orders, fines, damages, awards, fees, disbursements and expenses, including reasonable attorneys’ fees and expenses.

“ Losses Objection ” shall have the meaning given to it in Section 2.07(b) .

“ Material Adverse Effect ” shall mean any occurrence, condition, change, development or effect (each, an “ Effect ”) that, whether taken individually or together with one or more other Effects, has affected, or would reasonably be expected to affect, materially and adversely (a) the business, financial condition or results of operations of the Targets taken as a whole or (b) the ability of Seller to consummate the transactions contemplated hereby or perform its obligations under this Agreement or any Transaction Agreement; provided , however , that in no event shall any of the following constitute a Material Adverse Effect: any Effect caused by or related to (i) any change or development in the industries in which any of the Targets operate, (ii) any change or development in the markets for commodities or supplies used in connection with the Business, (iii) any change or development in the financial, banking, credit, securities or capital markets (including any suspension of trading in, or limitation on prices for, securities on any stock exchange or any changes in interest rates) or any change in the general, national, international or regional economic or financial conditions, (iv) any change or development in general regulatory conditions or any national or international hostilities, (v) any change or development in any Laws (including GAAP) or interpretations thereof, (vi) any actions or omissions of Buyer or any of its Affiliates prior to Closing other than as required pursuant to this Agreement or the other Transaction Agreements, as taken by Buyer or any of its Affiliates in the ordinary course of business or as would not reasonably be expected to, individually or in the aggregate, cause a Material Adverse Effect, (vii) any announcement of this Agreement, the other Transaction Agreements or of the transactions contemplated hereby and thereby, including the impact thereof on the relationships, contractual or otherwise, of the Targets with employees, labor unions, customers, suppliers or partners, and including any Action with respect to the transactions contemplated hereby, or (viii) any failure of the Targets, whether individually or taken as a whole, to meet their projections or forecasts (it being understood that the underlying change, development or event may be considered in determining whether a Material Adverse Effect has occurred), so long as any such change, development or event described in clauses (i)-(v) above does not disproportionately affect the business of either Target relative to businesses in its industry.

“ Material Contracts ” shall have the meaning given to it in Section 3.08(a) .

“ Non-US Plan ” shall have the meaning given to it in Section 3.13(e) .

“ Notice of Disagreement ” shall have the meaning given to it in Section 2.05(b) .

“ Outside Date ” shall have the meaning given to it in Section 9.01(e) .

“ Parent ” shall have the meaning given to it in the Preamble.

“ Parent Employee Benefit Plans ” shall have the meaning given to it in Section 3.13(b) .

“ Parties ” shall have the meaning given to it in the Preamble.

“ Permits ” shall mean any licenses, permits, certificates, approvals, variances, waivers, consents or other similar authorizations from any Governmental Authority.

“ Permitted Liens ” shall mean (a) inchoate Liens in connection with Taxes which either are (i) not delinquent or (ii) being contested in good faith and by appropriate proceedings, (b) Liens related to any Intercompany Indebtedness or any other Indebtedness that will be paid off and discharged prior to or at Closing, and (c) Liens in connection with any matters set forth on Schedule 1.01(c) that will be paid off and discharged prior to or at Closing.

“ Person ” shall mean an individual, partnership, limited liability partnership, corporation, limited liability company, association, joint stock company, trust, estate, joint venture, unincorporated organization, Governmental Authority or any other entity.

“ Post-Closing Partial Tax Period ” shall have the meaning given to it in Section 6.11(g).

“ Post-Closing Statement ” shall have the meaning given to it in Section 2.05(b) .

“ Pre-Closing Notice ” shall have the meaning given to it in Section 2.07(a) .

“ Pre-Closing Partial Tax Period ” shall have the meaning given to it in Section 6.11(g) .

“ Pre-Closing Tax Period ” shall mean any Tax period ending on or before the Closing Date.

“ Purchase Price ” shall have the meaning given to it in Section 2.02 .

“ Real Property Leases ” shall have the meaning given to it in Section 3.16 .

“ Release ” means any release, spill, emission, leaking, pumping, pouring, injection, deposit, dumping, emptying, disposal, discharge, dispersal, escaping, leaching or migration into the indoor or outdoor environment.

“ Remedial Action ” means all actions undertaken to (i) clean up, remove, remediate, treat or in any other way address any Hazardous Materials Released or threatened to be Released; (ii) prevent the Release or threat of Release, or minimize the further Release of any Hazardous Material so it does not endanger or threaten to endanger public health or welfare or the indoor or outdoor environment; (iii) perform studies and investigations of any Hazardous Material Release or threat of Release or monitoring and care of any Hazardous Material Release or threat of Release; or (iv) correct a condition of noncompliance with Environmental Laws.

“ Representative ” shall mean, with respect to any Person, any director, officer, employee, member, partner, stockholder, agent, attorney, accountant, advisor, agent, consultant or other representative of such Person.

“ Securities Act ” shall have the meaning given to it in Section 5.06 .

“ Seller ” shall have the meaning given to it in the Preamble.

“ Seller Fundamental Representations ” shall have the meaning given to it in Section 10.02 .

“ Seller Indemnitees ” shall have the meaning given to it in Section 10.01(b) .

“ Seller Prepared Tax Returns ” shall have the meaning given to it in Section 6.11(c)(i) .

“ Seller Restricted Business ” shall have the meaning given to it in Section 6.06(a)(i) .

“ Seller’s Release ” shall mean the release by Seller in the form attached hereto as Exhibit C .

“ Selling Expenses ” shall mean the aggregate amount of all fees and expenses incurred by any Target, including any fees and expenses to be paid by any Target on behalf of Seller, in connection with the consummation of the transactions contemplated by this Agreement or any of the Transaction Agreements, including those of its counsel and advisors; provided that (i) in no event shall any fees, expenses or other costs incurred in connection with the preparation of the financial statements referred to in Section 3.04 for which Buyer or one of its Affiliates has agreed to be responsible, or any other expenses expressly agreed to be the responsibility of Buyer or any of its Affiliates, be considered to be Selling Expenses, and (ii) any amounts reflected in Employee Transaction Payments and Closing Indebtedness shall be excluded from the definition of Selling Expenses.

“ Shares ” shall have the meaning given to it in the Preamble.

“ Software ” shall mean any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code; (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise; (iii) descriptions, flow-charts and other work product used to design, plan, organize and develop any of the foregoing, screens, user interfaces, report formats, firmware, development tools, templates, menus, buttons and icons; and (iv) all documentation, including user manuals and other training documentation related to any of the foregoing, in each case used in the Business.

“ Statutory Liens ” shall mean (a) zoning, building and other land use regulations affecting the use of real property and (b) covenants, conditions, restrictions, easements and other similar matters of record affecting title to real property which, individually or in the aggregate, do not materially impair the occupancy or use of the real property by the Targets for the purposes for which it is currently used in connection with the Business.

“ Straddle Period ” shall have the meaning given to it in Section 6.11(g) .

“ Subsidiary ” shall mean VIDAR Systems GmbH, a German limited liability company.

“ Targets ” shall have the meaning given to it in the Preamble.

“ Target Companies ” shall mean, collectively, the Targets and the Subsidiary.

“ Tax ” shall mean any (i) federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental

(including taxes under Section 59A of the Code), customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, gross margins, personal property, sales, use, transfer, registration, value added, alternative or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, (ii) Liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a member of an affiliated, consolidated, combined, unitary or aggregate group for any taxable period, and (iii) Liability for the payment of any amounts of the type described in clause (i) of this sentence as a result of being a transferee of or successor to any Person or as a result of any express or implied obligation to indemnify any other Person.

“ Tax Contest ” shall have the meaning given to it in Section 6.11(h)(i) .

“ Tax Return ” shall mean any return, declaration, report, claim for refund, or information return or statement relating to Taxes filed or required to be filed with any Governmental Authority, including any schedule or attachment thereto, and including any amendment thereof.

“ Tax Survival Date ” shall have the meaning given to it in Section 6.11(a) .

“ Third Party Claim ” shall have the meaning given to it in Section 10.04(a) .

“ Third Party Claim Notice ” shall have the meaning given to it in Section 10.04(a) .

“ Trademark Agreement ” shall mean the Trademark Agreement, by and among Buyer, Seller and VIDAR, with respect to the VIDAR trade name, trademark and logo, to be entered into as of the Closing and in the form attached hereto as Exhibit A .

“ Transaction Agreements ” shall mean this Agreement, the Transition Services Agreement, the Seller’s Release and the Trademark Agreement.

“ Transfer Taxes ” shall have the meaning given to them in Section 6.11(f) .

“ Transition Services Agreement ” shall mean the Transition Services Agreement, by and between Seller and Buyer, to be entered into as of the Closing and in the form attached hereto as Exhibit B .

“ Treasury Regulation ” shall mean the Treasury regulations promulgated under the Code.

“ VIDAR ” shall have the meaning given to it in the Preamble.

“ VIDAR Business ” shall mean the manufacturing, production, distribution, marketing and sale of two-dimensional medical, dental and veterinary film digitizers.

“ VIDAR Shares ” shall have the meaning given to it in the Preamble.

“ Wide Format Scanner ” shall mean any two-dimensional scanner with a scanning width of twenty-four inches or more.

“ Z Corporation ” shall have the meaning given to it in the Preamble.

“ Z Corporation Business ” shall mean the manufacturing, production, distribution, marketing and sale of three-dimensional printers, consumables for three-dimensional printers and accessories and Software in connection therewith, and the resale of three-dimensional printers and scanners designed and manufactured by third parties.

“ Z Corporation Shares ” shall have the meaning given to it in the Preamble.

Section 1.02 Interpretation . Interpretation of this Agreement (including the Schedules and Exhibits hereto) shall be governed by the following rules of construction: (a) words in the singular shall be held to include the plural and vice versa; (b) references to the terms Article, Section, Paragraph, Schedule and Exhibit are references to the Articles, Sections, Paragraphs, Schedules and Exhibits to this Agreement unless otherwise specified; (c) the terms “hereof”, “herein”, “hereby”, “hereto”, and derivative or similar words refer to this entire Agreement, including the Schedules and Exhibits hereto; (d) the words “include”, “includes”, “including” and words of similar import shall mean “including without limitation,” unless otherwise specified; (e) the word “or” shall not be exclusive; (f) references to “written” or “in writing” include in electronic form; (g) provisions shall apply, when appropriate, to successive events and transactions; (h) Buyer, 3D Systems, Parent and Seller have each participated in the negotiation and drafting of this Agreement and the other Transaction Agreements and if an ambiguity or question of interpretation should arise, this Agreement and the other Transaction Agreements shall be construed as if drafted jointly by the parties hereto or thereto and no presumption or burden of proof shall arise favoring or burdening any party hereto or thereto by virtue of the authorship of any of the provisions in this Agreement or any other Transaction Agreement; (i) a reference to any Person includes such Person’s successors and permitted assigns; (j) any reference to “days” means calendar days unless Business Days are expressly specified; (k) when calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, (1) the date that is the reference date in calculating such period shall be excluded, and (2) if the last day of such period is not a Business Day, the period shall end on the next succeeding Business Day; (l) references to any Law are to such Law as amended from time to time and, as relates to any statute, includes the rules and regulations promulgated thereunder, as the same also may be amended from time to time; (m) words of any gender include the other gender and neuter forms; (n) “shall,” “will,” or “agrees” are mandatory, and “may” is permissive; (o) references to the “US”, the “U.S.”, or the “United States” are to the United States of America; and (p) all monetary figures shall be in United States Dollars unless otherwise specified.

ARTICLE II.

SALE AND PURCHASE

Section 2.01 Sale and Purchase of Shares . Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, assign and transfer to Buyer and Buyer shall purchase, acquire and accept from Seller, free and clear of all Liens, all of Seller’s right, title and interest in and to all of the Shares.

Section 2.02 Purchase Price . The aggregate purchase price for the Shares (the “ Purchase Price ”) shall be an amount equal to: (a) the Base Purchase Price, (b) plus an amount equal to the Closing Cash, (c) minus an amount equal to the Closing Indebtedness, (d) minus the amount, if

any, by which the Closing Net Working Capital is less than the Baseline Net Working Capital, (e) minus an amount equal to the Closing Selling Expenses, if any, (f) minus an amount equal to the Closing Employee Transaction Payments, if any, and (g) minus any Definitive Pre-Closing Losses Amounts that Seller elects to deduct from the Base Purchase Price pursuant to Section 2.07(c) . Buyer and Seller shall cooperate in good faith to mutually agree before the Closing to an allocation of the Purchase Price between Z Corporation and VIDAR as determined by Schedule 2.02 .

Section 2.03 Closing . Subject to the last sentence of Section 2.07(b) , the closing of the transactions contemplated by this Agreement (the “ Closing ”) shall take place at the offices of Latham & Watkins LLP, 885 Third Avenue, New York, New York, commencing at 9:00 A.M. local time on the first Business Day of the month immediately following the month in which the satisfaction or waiver of all conditions set forth in Article VII and Article VIII (other than conditions with respect to actions to be taken or items to be delivered at or immediately prior to the Closing) has occurred, or on such other date and at such other time and place as Buyer and Seller may mutually agree in writing (the “ Closing Date ”). All actions to be taken or items to be delivered listed in Section 2.04 that occur on the Closing Date shall be deemed to occur simultaneously at the Closing.

Section 2.04 Closing Deliverables . At or prior to the Closing, the appropriate Party shall deliver or cause to be delivered the following items:

(a) Estimated Purchase Price . Buyer shall deliver or cause to be delivered to Seller a wire transfer of immediately available funds to an account designated by Seller (which account shall be designated at least two Business Days prior to the Closing Date) an amount in the aggregate determined by Seller pursuant to Section 2.05(a) (the “ Estimated Purchase Price ”) equal to the sum of (i) the Base Purchase Price, (ii) plus the amount of estimated Closing Cash (the “ Estimated Closing Cash ”), (iii) minus the amount of estimated Closing Indebtedness (the “ Estimated Closing Indebtedness ”), (iv) minus the amount, if any, by which estimated Closing Net Working Capital (the “ Estimated Closing Net Working Capital ”) is less than the Baseline Net Working Capital, (v) minus the amount of estimated Closing Employee Transaction Payments (“ Estimated Closing Employee Transaction Payments ”), (vi) minus the amount of estimated Closing Selling Expenses (“ Estimated Closing Selling Expenses ”) and (vii) minus any Definitive Pre-Closing Losses Amounts that Seller elects to deduct from the Base Purchase Price pursuant to Section 2.07(c)

(b) Shares . Seller shall deliver or cause to be delivered to Buyer (i) certificates representing the Shares free of Liens and duly endorsed in blank, or accompanied by duly executed stock powers in form and substance satisfactory to Buyer and (ii) evidence reasonably satisfactory to Buyer of the valid cancellation of any other certificates evidencing shares of the Targets.

(c) Intercompany Indebtedness Payment . Seller shall retire all Intercompany Indebtedness and discharge and release any Liens related thereto prior to Closing.

(d) Payoff Letters . Seller shall deliver to Buyer payoff letters, in form reasonably acceptable to Buyer, which provide (i) the amount of Closing Indebtedness, if any, and (ii) that

upon payment of such amount, the Closing Indebtedness will be satisfied and all Liens related thereto released and discharged.

(e) Seller’s Release . Seller shall deliver to Buyer the Seller’s Release, duly executed by Seller.

(f) Resignations . Seller shall deliver or cause to be delivered to Buyer written resignations of all of the directors and officers of the Targets, which officers and directors are set forth on Schedule 2.04(f) .

(g) Transition Services Agreement . Seller shall cause its appropriate Affiliates to enter into the Transition Services Agreement.

(h) Trademark Agreement . Seller shall cause its appropriate Affiliates to enter into the Trademark Agreement.

(i) Seller Officer’s Certificate . Seller shall deliver a certificate or certificates of an officer or officers of Seller certifying (i) that the conditions set forth in Sections 8.01 and 8.02 have been satisfied as of the Closing Date, (ii) the names and signatures of the Representatives of Seller authorized to sign this Agreement and the other Transaction Agreements and (iii) the text of the resolutions adopted by Seller’s board of directors authorizing the execution, delivery and performance of this Agreement, the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby.

(j) Buyer Officer’s Certificate . Buyer shall deliver a certificate or certificates of an officer or officers of Buyer certifying (i) that the conditions set forth in Sections 7.01 and 7.02 have been satisfied as of the Closing Date, (ii) the names and signatures of the Representatives of Buyer authorized to sign this Agreement and the Transaction Agreements and (iii) the text of the resolutions adopted by Buyer’s board of directors authorizing the execution, delivery and performance of this Agreement, the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby.

(k) FIRPTA Certificates . Each Target shall provide to Buyer a certification on behalf of its stockholder, dated no more than thirty (30) days prior to the Closing Date and otherwise in accordance with Treasury Regulation Section 1.1445-2(c)(3), that such Target is not, and has not been at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code, a United States real property holding corporation, as defined in Section 897(c)(2) of the Code, and no interest in the Target constitutes a United States real property interest, as defined in Section 897(c)(1) of the Code.

(l) Books and Records . Seller shall deliver to the Targets the original Books and Records of each of the Targets to the extent that such original Books and Records are in the possession of Seller and not the Targets.

(m) Seller Good Standing Certificates . Seller shall deliver to Buyer reasonably current good standing certificates (or equivalent documents) for Seller and each of the Targets issued by the secretary of state (or equivalent Governmental Authority) of each such entity’s respective jurisdiction of incorporation or formation.

(n) Buyer Good Standing Certificate . Buyer shall deliver to Seller a reasonably current good standing certificate (or equivalent document) for Buyer issued by the secretary of state (or equivalent Governmental Authority) of Buyer’s jurisdiction of incorporation.

(o) Acceptance of Appointment to Receive Service of Process . Parent and Seller shall deliver to Buyer evidence of the acceptance by Corporation Service Company, process agent, of the appointment and designation provided for by Section 11.13 for a period of six (6) years from the date of the Closing (and the payment in full of all fees in respect thereof).

(p) Other Deliverables . Each of Buyer and Seller shall deliver or cause to be delivered such other documents relating to this Agreement as Buyer and Seller, respectively, may reasonably request.

Section 2.05 Adjustments to Purchase Price .

(a) Estimated Purchase Price . Seller shall prepare in good faith and shall deliver to Buyer no later than five Business Days prior to the Closing Date a written statement setting forth in reasonable detail Seller’s good faith estimate of the Estimated Closing Cash, the Estimated Closing Indebtedness, the Estimated Closing Net Working Capital, the Estimated Closing Employee Transaction Payments and the Estimated Closing Selling Expenses, any Definitive Pre-Closing Losses Amounts that Seller elects to deduct from the Base Purchase Price pursuant to Section 2.07(c) , and the resulting Estimated Purchase Price (the “ Closing Statement ”). Buyer shall have the right to review the Closing Statement and Seller shall make available as Buyer may reasonably request Seller’s work papers and other Books and Records used in preparing the Closing Statement. Seller shall use good faith efforts to resolve any disputes with Buyer regarding any estimates in the Closing Statement prior to the Closing; provided , however , that the existence of any dispute regarding the Closing Statement shall not delay or otherwise affect the Closing.

(b) Adjustments to Estimated Purchase Price . Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a statement (the “ Post-Closing Statement ”) setting forth in reasonable detail (i) Buyer’s good faith proposed final calculation of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital, the Closing Employee Transaction Payments and the Closing Selling Expenses and (ii) Buyer’s good faith proposed final calculation of the Purchase Price as calculated pursuant to Section 2.02 incorporating such proposed final calculations in (i) above. If Seller objects to the Post-Closing Statement, then it shall provide Buyer with written notice thereof (a “ Notice of Disagreement ”) setting forth Seller’s good faith and specific objections in reasonable detail (each a “ Disputed Item ”) together with supporting documentation within fifteen (15) days after receiving the Post-Closing Statement. If Buyer and Seller working together in good faith are unable to agree on such Disputed Items contained in the Notice of Disagreement within fifteen (15) days after Buyer receives the Notice of Disagreement, then either Buyer or Seller may refer such dispute to the Accounting Firm, which shall make a final and binding determination as to all Disputed Items, and only as to such Disputed Items, on a timely basis and shall promptly notify Buyer and Seller in writing of its resolution. Such Accounting Firm handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. In resolving the Disputed Items, the Accounting Firm shall only assign a value to any Disputed Item that is at or

between Buyer’s valuation of such Disputed Item and Seller’s valuation of such Disputed Item. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such Accounting Firm and shall use commercially reasonable efforts to cooperate with the Accounting Firm. If Seller does not object to the Post-Closing Statement within the time period and in the manner set forth in the first sentence of this Section 2.05(b) or if Seller accepts the Post-Closing Statement, then the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital, the Closing Employee Transaction Payments, the Closing Selling Expenses and the Purchase Price as set forth in Post-Closing Statement shall become final and binding upon the Parties for all purposes hereunder on the fifteenth (15th) day after Seller receives the Post-Closing Statement. If Seller does object to the Post-Closing Statement within the time period and in the manner set forth in the first sentence of this Section 2.05(b) , then the Post-Closing Statement shall become final and binding for all purposes hereunder on the date that Buyer receives the Notice of Disagreement except with respect to, and only to the extent of, the Disputed Items in the Notice of Disagreement. Each Disputed Item shall become final and binding for all purposes hereunder on the earliest of (x) the date on which Buyer and Seller resolve in a writing signed by both Buyer and Seller such Disputed Item or (y) the date on which the Accounting Firm notifies Buyer and Seller in writing of its resolution of such Disputed Item. Buyer and Seller agree that the procedures set forth in this Section 2.05(b) for resolving disputes regarding the Disputed Items shall be the sole method for resolving such disputes.

(c) Books and Records . Buyer and Seller shall cooperate with each other and provide each other and their respective Representatives with reasonable access to the Books and Records, any other books and records that are relevant to the calculation, review and finalization of the Post-Closing Statement and their senior management and employees, and shall use their commercially reasonable efforts to cause their respective Representatives to provide reasonable access to their working papers, in each case, prepared in connection with the calculation, review and finalization of the Post-Closing Statement.

(d) Payment by Buyer . If the Purchase Price as finally determined pursuant to this Section 2.05 is greater than the Estimated Purchase Price, then within five (5) Business Days after the final determination of the Purchase Price, Buyer shall pay to Seller by wire transfer of immediately available funds to an account designated by Seller an amount equal to such difference.

(e) Payment by Seller . If the Purchase Price as finally determined pursuant to this Section 2.05 is less than the Estimated Purchase Price, then within five Business Days after the final determination of the Purchase Price, Seller shall pay to Buyer by wire transfer of immediately available funds to an account designated by Buyer an amount equal to such difference.

Section 2.06 Withholding Rights

. Buyer shall be entitled to deduct and withhold from any payments required to be made pursuant to this Agreement such amounts as Buyer or its Affiliates (including, for the avoidance of doubt, the Targets, after the Closing) may be required to deduct and withhold with respect to any such payments under applicable Law. To the extent that amounts are so withheld and timely paid to the applicable Governmental Authority, they shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding was made.

Section 2.07 Pre- Closing Breaches of Seller ’s Representations and Warranties .

(a) Notification of Breaches . At any time before the Closing, Seller may notify Buyer in writing (the “ Pre-Closing Notice ”) of any breach of any representation or warranty made by Seller in this Agreement (other than for a breach of any representation or warranty related to Taxes, which shall be excluded for all purposes of this Section 2.07 ). The Pre-Closing Notice shall specify Seller’s good faith estimate of the Losses (the “ Estimated Pre-Closing Losses Amount ”) directly or indirectly, caused by, resulting from or arising in connection with, such breaches.

(b) Determination of Pre- Closing Losses Amount . If Buyer objects to the Estimated Pre-Closing Losses Amount, it shall provide Seller with written notice thereof within five (5) days of receiving the Pre-Closing Notice setting forth Buyer’s good faith and specific objections in reasonable detail (the “ Losses Objection ”). If Buyer does not object to the Estimated Pre-Closing Losses Amount, within the time period and in the manner set forth in the first sentence of this Section 2.07(b) , then the Estimated Pre-Closing Losses Amount shall be the definitive estimate of Losses arising out of or relating to the breaches identified in the Pre-Closing Notice (the “ Definitive Pre-Closing Losses Amount ”) and such amount shall become final and binding upon Buyer and Seller solely for the purposes of determining whether the condition set forth in Section 8.01 (including taking into account Sections 2.07(c) and (d) ) has been satisfied. If Buyer does object to the Estimated Pre-Closing Losses Amount within the time period and in the manner set forth in the first sentence of this Section 2.07(b) , then the Estimated Pre-Closing Losses Amount shall be the Definitive Pre-Closing Losses Amount except with respect to, and only to the extent of, the items contained in the Losses Objection. If Buyer and Seller working together in good faith are unable to agree on the Definitive Pre-Closing Losses Amount within five (5) days after Seller’s receipt of the Losses Objection, then Buyer and Seller shall refer such dispute to the Accounting Firm who shall (i) on a timely basis make a determination of the Definitive Pre-Closing Losses Amount which shall be final and binding on Buyer and Seller solely for the purposes of determining whether the condition set forth in Section 8.01 (including taking into account Sections 2.07(c) and (d) ) has been satisfied, and (ii) promptly notify Buyer and Seller in writing of its resolution. In determining the Definitive Pre-Closing Losses Amount, the Accounting Firm shall only assign a value to any item contained in the Losses Objection that is at or between Seller’s valuation of such item and Buyer’s valuation of such item. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such Accounting Firm and shall use commercially reasonable efforts to cooperate with the Accounting Firm. To the extent the Closing Date would otherwise occur during the pendency of the determination of the Definitive Pre-Closing Losses Amount, the Closing shall be delayed until the first Business Day of the month after the period to object to the Estimated Pre-Closing Losses Amount has expired or the Definitive Pre-Closing Losses Amount is agreed upon by Buyer and Seller or determined by the Accounting Firm; provided, however , that the Closing shall not be delayed in the event that (x) the aggregate of all Definitive Pre-Closing Losses Amounts and any pending Losses Objections claimed by Buyer in good faith is $10 million or less and (y) Seller has not submitted any new Pre-Closing Notices to Buyer within five (5) days of the scheduled Closing.

(c) Definitive Pre- Closing Losses Amounts of $10 Million or Less . If the aggregate of all Definitive Pre-Closing Losses Amounts (excluding any Definitive Pre-Closing Losses

Amounts relating to the Excluded Tax Liabilities) is $10 million or less then, notwithstanding anything herein to the contrary, the condition to Closing set forth in Section 8.01 shall be deemed to be satisfied and Seller shall elect, in its sole discretion, to either (i) have the Definitive Pre-Closing Losses Amounts be deducted from the Base Purchase Price in the calculation of the Estimated Purchase Price pursuant to Section 2.04(a) , or (ii) indemnify, defend and hold harmless the Buyer Indemnitees for any Losses suffered or incurred by such Buyer Indemnities arising out of or relating to the matters set forth in the Pre-Closing Notice(s). For the avoidance of doubt, Seller’s indemnification obligations under this Section 2.07(c) shall be independent of Seller’s other indemnification obligations in Section 10.01(a) hereof, and shall not be limited by Section 10.03(a) or Section 10.03(b) . Notwithstanding anything to the contrary contained in this Agreement, if Seller elects to have any Definitive Pre-Closing Losses Amounts deducted from the Base Purchase Price (x) Seller or Buyer, as the case may be, shall be entitled to prompt reimbursement for the difference between any Definitive Pre-Closing Losses Amounts deducted from the Base Purchase Price and the amount of the actual Losses as finally determined related to the breaches of the representations and warranties reflected in such Definitive Pre-Closing Losses Amounts and (y) Buyer shall not be entitled to any indemnification under Article X for any breaches of representations or warranties in any Definitive Pre-Closing Losses Amounts deducted from the Base Purchase Price (other than to the extent that Seller does not reimburse Buyer)

(d) Definitive Pre- Closing Losses Amounts in Excess of $10 Million . If the aggregate of all Definitive Pre-Closing Losses Amounts (excluding any Definitive Pre-Closing Losses Amounts relating to the Excluded Tax Liabilities) exceeds $10 million, the condition to Closing set forth in Section 8.01 shall be deemed not to have been satisfied and Buyer shall have the right to terminate this Agreement with immediate effect pursuant to Section 9.01(d) .

ARTICLE III.

REPRESENTATIONS AND WARRANTIES OF

SELLER REGARDING THE TARGETS

Seller represents and warrants to Buyer that the statements contained in this Article III with respect to the Targets are true and correct as of the date of this Agreement and as of the Closing Date, in each case, except as set forth in the Schedules attached hereto.

Section 3.01 Organization, Power and Authority . The Targets are duly organized, validly existing and in good standing under the Laws of the jurisdiction of their respective formation, which jurisdictions are set forth on Schedule 3.01 . The Targets are licensed or qualified to conduct their respective businesses and are in good standing in every jurisdiction where they are required to be so licensed or qualified, except where the failure to do so would not have a Material Adverse Effect. The Targets possess all requisite power and authority necessary to own and operate their respective assets and properties and to carry on their respective businesses as presently conducted.

Section 3.02 Capitalization ; Subsidiary .

(a) The authorized capital stock of Z Corporation consists of 3,000,000 shares of common stock, par value of $0.01 per share, of which 100 shares are issued and outstanding to

Seller. The authorized capital stock of VIDAR consists of 1,000,000 shares of common stock, par value of $0.01 per share, of which 366,743 shares are issued and outstanding to Seller.

(b) The Z Corporation Shares constitute all of the issued and outstanding shares of Z Corporation’s capital stock, are owned of record by Seller free and clear of all Liens (other than, prior to Closing, Permitted Liens) and are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, rights of first refusal or similar rights. The VIDAR Shares constitute all of the issued and outstanding shares of VIDAR’s capital stock, are owned of record by Seller free and clear of all Liens (other than, prior to Closing, Permitted Liens) and are duly authorized, validly issued, fully paid, non-assessable and free of preemptive rights, rights of first refusal or similar rights.

(c) None of the Targets has any direct or indirect equity interest in any entity other than, as of the date hereof, the Subsidiary. The Subsidiary is dormant and has conducted no business operations during the three (3) year period prior to the date of this Agreement.

(d) During the last three (3) years, none of the Targets had a class of equity security held of record by five hundred (500) or more Persons.

(e) There are no outstanding options, warrants, rights, calls, subscriptions, agreements, obligations, convertible or exchangeable securities or other commitments, contingent or otherwise, of any kind obligating any Target to issue, directly or indirectly, any additional shares of capital stock or other equity securities. Other than this Agreement, there (i) are no Contracts relating to the issuance, sale, transfer or voting of any equity securities or other securities of any Target and (ii) is no obligation, contingent or otherwise, of any Target to repurchase, redeem or otherwise acquire any share of its capital stock or its other equity interests. There are no outstanding stock appreciation, phantom stock, profit participation or similar rights with respect to any Target. There are no bonds, debentures, notes or other Indebtedness of any Target having the right to vote or consent (or, convertible into, or exchangeable for, securities having the right to vote or consent) on any matters on which stockholders (or other equityholders) of any Target may vote.

(f) Seller has delivered to Buyer true, correct and complete copies of the certificates of incorporation or articles of association and by-laws or comparable organizational documents of each Target in each case as amended and in effect on the date hereof. The minute books of each Target contain accurate and complete records, in all material respects, of all meetings held and corporate action taken on behalf of the Target by its stockholders and directors during the past three (3) years.

Section 3.03 No Conflicts . The execution and delivery of this Agreement, the other Transaction Agreements to be executed and delivered by Seller and the performance by Seller of its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Seller herein or therein, do not and will not (i) violate any provision of the organizational documents of any of the Target, (ii) violate or result in a default (with or without notice or lapse of time, or both) under, in any material respect, or give rise to a right of termination, cancellation or any acceleration of any material obligation or the loss of or material adverse change to a material benefit under, or result in the imposition or creation of any Liens upon any of the Targets’ assets

under any provision of any Material Contract or material Permit or (iii) violate in any material respect any Law which has a material impact on the Targets or the Business. Seller represents and warrants that the consents listed on Schedule 3.03 which are marked with an “*” will have been obtained prior to or at Closing.

Section 3.04 Financial Statements ; No Undisclosed Liabilities ; Corporate Records .

(a) Seller has provided Buyer with true, correct and complete copies of the following: the audited consolidated balance sheets of the Target Companies as at December 31, 2008, December 31, 2009 and December 31, 2010, and the related audited consolidated statements of income and of cash flows of the Target Companies for the years then ended, and the unaudited quarterly consolidated balance sheets of the Target Companies as at March 31, June 30, September 30 and December 31, 2009, March 31, June 30, September 30, and December 31, 2010 and March 31, and June 30, 2011, and the related unaudited quarterly consolidated statements of income and of cash flows of the Target Companies for the quarters then ended (collectively, the “ Financial Statements ”). Except as set forth in the notes thereto, such Financial Statements were prepared in accordance with GAAP and fairly present in all material respects the financial condition, and results of operation and cash flows of the Target Companies as of the respective dates and for the periods covered thereby , subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments, none of which, individually or in the aggregate, are material.

(b) No Target has any Indebtedness or Liabilities other than (i) those reflected in, reserved against or otherwise specifically described in the Financial Statements, (ii) those incurred in the ordinary course of business since June 30, 2011, (iii) those that are not required by GAAP to be reflected on a balance sheet or the notes thereto , or (iv) those that are otherwise immaterial.

Section 3.05 Business and Assets . The Business is the only business operation currently carried on by the Targets. Except as does not materially impact the Business, the properties and assets, whether tangible or intangible, of the Targets are in reasonable condition and state of repair and are sufficient to operate the Business as currently conducted. Each Target has good and marketable title to, valid and enforceable leasehold interests in, or a valid and enforceable license to, all of its tangible assets and properties that are material to the Business, free and clear of all Liens (other than Statutory Liens and Permitted Liens). Each Target has good and marketable title to all other assets owned by it that are material to the Business, in each case free and clear of any Liens (other than Statutory Liens and Permitted Liens). This Section 3.05 does not apply to Intellectual Property, which is addressed exclusively in Section 3.06 or real property matters, which are addressed exclusively in Section 3.16 .

Section 3.06 Intellectual Property .

(a) The Knowledge of Seller, (A) no Target has infringed or misappropriated any Intellectual Property rights of any third party and (B) the use or practice of the Targets’ Intellectual Property in the manufacture, license, reproduction, marketing, importation, offer for sale, sale, use or distribution of the products of the Business and the current business practices and methods of the Targets do not constitute unauthorized use or misappropriation of or infringe

any Intellectual Property of any Person and do not violate any other right of any Person (including pursuant to any non-disclosure agreements to which the Targets or any of their employees or former employees is a party). Since January 1, 2008, no Target has received any written notice alleging any such unauthorized use, infringement or misappropriation by such Target in respect of any Intellectual Property that is material to the Business. No Target is the subject of any pending or, to the Knowledge of Seller, threatened Action which involves a claim of infringement, unauthorized use, misappropriation, dilution or violation by any Person against any Target. To the Knowledge of Seller, no third party has during the three (3) year period prior to the date hereof infringed, violated, misused or misappropriated, nor is infringing, violating, misusing or misappropriating any Intellectual Property of any Target, and no such claims to have made in writing against any Person by Seller or any Target.

(b) Each of the Targets owns exclusively, free and clear of all Liens (other than Permitted Liens), all of the Intellectual Property owned by it. To the Knowledge of Seller, each of the Targets owns or has a valid license, sublicense, agreement, or permission to use, all Intellectual Property material to, or otherwise necessary for, the operation of the Business as conducted in the ordinary course of business. All Intellectual Property owned by the Targets immediately prior to the Closing hereunder will be owned by such Targets on identical terms and conditions immediately subsequent to the Closing hereunder.

(c) Schedule 3.06(c) identifies each issued Patent, registered Mark, or registered Copyright, internet domain name or other registration which has been issued to a Target and identifies each pending Patent application or other application for registration which any of the Targets has made with respect to any of its Intellectual Property and the date and jurisdiction of registration or application with respect to each such Patent, Mark, Copyright or other registration.

(d) With respect to each item of Intellectual Property identified in Schedule 3.06(d) :

(i) the item is not subject to any outstanding Governmental Order; and

(ii) no Action is pending or, to the Knowledge of Seller, threatened which challenges the validity, enforceability, use, or ownership of the item.

(e) Except with respect to licenses of commercial off-the-shelf Software available on reasonable terms for a license fee of no more than $100,000, the Targets are not required, obligated, or under any liability whatsoever, to make any payments by way of royalties, fees or otherwise (except for maintenance and renewal fees to be paid to the U.S. Patent and Trademark Office and other Governmental Authorities) to any owner, licensor of, or other claimant to, any Intellectual Property, or any other Person, with respect to the use thereof or in connection with the conduct of the Business as currently conducted.

(f) Schedule 3.06(f) sets forth a complete and accurate list of all Contracts to which any Target is a party (i) granting (from or to any Target) any Intellectual Property license other than licenses of commercial off-the-shelf Software available on commercially reasonable terms for a license fee of no more than $100,000 or licenses of Intellectual Property by a Target made on standard terms and conditions that accompany the Target’s products or (ii) containing an

agreement to indemnify any other Person against any claim of infringement, unauthorized use, misappropriation, dilution or violation of the Targets’ Intellectual Property other than such agreements to indemnify made on standard terms and conditions that accompany the Target’s products. Seller has delivered, or caused to be delivered, to Buyer true, correct and complete copies of each Contract set forth on Schedule 3.06(f) together with all amendments, modifications or supplements thereto.

(g) The Targets are following reasonable security measures to protect the secrecy, confidentiality and value of all the Targets’ Trade Secrets and any other non-public, proprietary, confidential information related to the Business, including invention disclosures not covered by any Patents, which measures are reasonable in the industry in which the Targets operate. Except as set forth in any Material Contract, there are no agreements between any Target and any third parties related to Trade Secrets or other Confidential Information used in the manufacture, license, reproduction, marketing, importation, offer for sale, sale, use or distribution of the products of the Business, and the current business practices and methods of the Targets.

(h) No Software used by the Targets in operating the Business has manifested any problem, error or bug which has a material impact on the operation of the Targets. The Targets are not obligated or otherwise required to make any disclosure or general availability of source code relating to the material Software used or developed by or for the Targets.

Section 3.07 Tax Matters . Except as disclosed in Schedule 3.07 ,

(a) Each of the Targets has (i) timely filed, or caused to be timely filed, all income Tax Returns and all other material Tax Returns that it was required to file (taking into account any applicable extensions) and (ii) timely paid or caused to be timely paid all Taxes (whether or not such Taxes were shown as due and payable on such Tax Returns) other than immaterial Taxes. All such Tax Returns were correct and complete in all material respects. There are no Liens for Taxes on any of the assets of any of the Targets other than Permitted Liens and Statutory Liens.

(b) No deficiencies for Taxes or other assessments relating to Taxes have been claimed or assessed against any of the Targets and are still outstanding. There are no ongoing, pending or, to the Knowledge of Seller, threatened audits relating to the Liability of any of the Targets for any Taxes, and there are no matters under discussion with any Governmental Authority with respect to the Liability of any of the Targets for any Taxes. No power of attorney has been executed by or on behalf of any of the Targets with respect to any matters relating to Taxes that is currently in force. No extension or waiver of a statute of limitations relating to Taxes is in effect with respect to any of the Targets. No claim or nexus inquiry has been made by a Governmental Authority in a jurisdiction where any of the Targets do not file Tax Returns that any of the Targets is or may be subject to taxation by that jurisdiction.

(c) None of the Targets will be required to include any material item of income in, or exclude any material item of deduction from, taxable income for any period (or any portion thereof) ending after the Closing Date as a result of any: (i) change in method of accounting for a taxable period (or portion thereof) ending on or before the Closing Date, including under Section 481(a) of the Code or any comparable or similar provision of state, local, or foreign Law, which

change is implemented prior to the Closing Date; (ii) installment sale or other open transaction disposition made prior to the Closing Date; (iii) prepaid amount received prior to the Closing Date; (iv) closing agreement described in Section 7121 of the Code or any comparable or similar provision of state, local or foreign Law executed prior to the Closing Date; or (v) Indebtedness discharged in connection with any election under Section 108(i) of the Code.

(d) None of the Targets has (i) engaged in a “reportable transaction,” as defined in Section 6707A(c)(1) of the Code or Treasury Regulation Section 1.6011-4(b), or any transaction requiring disclosure under a comparable or similar provision of state, local or foreign Law, (ii) ever been a member of a consolidated, combined, unitary or aggregate group of corporations within the meaning of Section 1504 of the Code or any comparable or similar provision of state, local or foreign Law, (iii) been the “distributing corporation” or the “controlled corporation” (in each case, within the meaning of Section 355(a)(1) of the Code) with respect to a transaction described in or intended to be governed by Section 355 of the Code (A) within the two-year period ending as of the date of this Agreement, or (B) in a distribution that could otherwise constitute part of a “plan” or “series of related transactions” (within the meaning of Section 355(e) of the Code) that includes the transactions contemplated by this Agreement, or (iv) any actual or potential Liability under Treasury Regulation Section 1.1502-6 or any comparable or similar provision of state, local or foreign Law, as a transferee or successor, or as a result of any contractual obligation (other than pursuant to any customary commercial Contracts not primarily related to Taxes), for any Taxes of any Person other than each of the Targets.

(e) None of the Targets is a party to or bound by any tax-indemnity, tax-sharing, or tax-allocation agreement other than any such agreements that are pursuant to customary commercial Contracts not primarily related to Taxes.

(f) Each of the Targets has timely withheld or collected and timely paid over to the appropriate Governmental Authority (or each is properly holding for such timely payment) all Taxes required by Law to be withheld or collected by them in connection with any amounts paid or owing to any employee, independent contractor, creditor, stockholder, or other third party.

(g) The representations and warranties in this Section 3.07 and Section 3.13 are the sole representations and warranties of Seller with respect to Taxes or Tax matters.

(h) The representations of Seller made in this Section 3.07 (other than in Sections 3.07(c) and (e) ) refer only to the past activities of the Targets and are not intended to serve as representations to, or a guarantee of, nor can they be relied upon for with respect to, Taxes attributable to any Tax periods (or portions thereof) beginning after, or Tax positions taken after, the Closing Date.

(i) Schedule 3.07(i) lists all Tax Returns filed by any of the Targets that, to the Knowledge of Seller, are subject of an audit as of the date hereof.

(j) Neither of the Targets is, nor during the last three (3) years has been, a “United States real property holding corporation” within the meaning of Section 897(c)(2) of the Code.

(k) Neither of the Targets has, or has had (during any taxable period remaining open for the assessment of Tax by any applicable Governmental Authority under its applicable statute of limitations) any permanent establishment in any jurisdiction outside of the United States.

(l) To the Knowledge of Seller, neither Target has Liabilities under any state abandonment or unclaimed property, escheat or similar Law.

(m) Neither Target has any Liabilities in respect of violations under Section 409A of the Code (other than the obligation to withhold applicable Taxes from payments to employees).

Section 3.08 Contracts and Commitments .

(a) Schedule 3.08(a) lists the following Contracts to which any of the Targets is a party as of the date of this Agreement (the “ Material Contracts ”):

(i) Real Property Leases;

(ii) Contracts required to be classified by the Targets as capitalized leases in accordance with GAAP;

(iii) Contracts relating to the acquisition or disposition directly or indirectly (by merger or otherwise) by the Targets of any business, capital stock or material assets of any Person in an amount in excess of $2,500,000;

(iv) any material licenses, sublicenses, agreements or permissions with respect to any Intellectual Property owned or used by any of the Targets, other than any licenses for “off the shelf” or generally commercially available Software that have clickwrap, shrinkwrap or other standard terms and conditions or licenses of Intellectual Property by a Target made on standard terms and conditions that accompany the Target’s products;

(v) sales or distribution Contracts with annual payments by the Targets in an amount in excess of $250,000;

(vi) Contracts granting a power of attorney to any Person;

(vii) Contracts prohibiting any of the Targets from freely engaging in any business or competing in any geographic area;

(viii) Contracts involving any of the Targets on the one hand and any of the directors, officers, employees, equityholders or Affiliates of any of the Targets on the other;

(ix) Contracts that contain a right of first refusal or right of first offer;

(x) Contracts containing most favored nations provisions;

(xi) any partnership agreement, strategic alliance, joint venture agreement or Contract involving the sharing of profits and losses;

(xii) Contracts with any Governmental Authority;

(xiii) Contracts providing for severance, retention, change in control or other similar payments;

(xiv) Contracts for the employment or engagement of any individual on a full time, part time or consulting or other basis, including as an agent or sales representative, providing annual compensation in excess of $100,000;

(xv) Contracts that involve any exchange traded, over-the-counter or other swap, hedge, cap, floor, collar, futures contract, forward contract, option or other derivative financial instrument, based on any commodity, security, financial instrument, interest rate or index, whether tangible or intangible, including commodities, currencies, interest rates, foreign currency and indices;

(xvi) Other than any such Contracts that will be paid off or terminated or will no longer be binding on the Targets or the Business at or prior to the Closing, Contracts relating to the incurrence, assumption, surety or guarantee of any Indebtedness with principal amount greater than $250,000 or imposing a Lien (other than a Permitted Lien) on any of the assets of any Target, such as indentures, guarantees, loan or credit agreements, sale and leaseback agreements, purchase money obligations incurred in connection with the acquisition of any material property, mortgages, pledges, security agreements, or conditional sale or title retention agreements;

(xvii) Contracts under which any Target has made advances or loans to any other Person (other than advances to employees, and sales terms extended to customers, distributors, dealers and resellers in the ordinary course of business) in an amount greater than $100,000;

(xviii) Any agreements with any labor union or association representing any employee of the Targets; and

(xix) Contracts not otherwise required to be listed in this Schedule 3.08(a) that require any of the Targets to make annual payments of more than $500,000 or receive annual payments of more than $500,000, or that involved payments of more than $300,000 per annum and are not terminable without penalty within a period of one hundred eighty (180) days.

(b) Each of the Material Contracts is a legal, valid and binding agreement of each of the Targets party thereto, and (assuming due authorization, execution and delivery by each of the other parties to such Material Contracts) constitutes the legal, valid and binding obligation of such Targets, and is enforceable against such Targets in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles and to the termination or expiration of such Material Contract. None of the Targets is in default under, in breach of, or in receipt of any claim of default or breach under, in any material respect, any Material Contract to which it is a party. To the Knowledge of Seller, as of the date hereof (other than with respect to those Material Contracts listed in Schedule 3.08(c) , for which this

sentence shall be true as of the Closing), no other party is in default under, or in breach of, in any material respect, any Material Contract. To the Knowledge of Seller, no event has occurred that with the lapse of time or the giving of notice or both would (i) constitute a breach or default in any material respect of any Target, or (ii) as of the date hereof (other than with respect to those Material Contracts listed in Schedule 3.08(c) , for which this sentence shall be true as of the Closing), constitute a breach or default in any material respect of any other party thereunder. As of the date hereof (other than with respect to those Material Contracts listed in Schedule 3.08(c) , for which this sentence shall be true as of the Closing), no party to any Material Contract has exercised any termination rights with respect thereto, and no party has given written notice of any material dispute with respect to any of the Material Contracts. Seller has provided Buyer true, correct and complete copies of each Material Contract, together with all material amendments, modifications or supplements thereto that have been entered into as of the date hereof or will be entered into prior to Closing.

Section 3.09 Litigation . Except as disclosed on Schedule 3.09 , as of the date hereof, there is no Action pending or, to the Knowledge of Seller, threatened against any Target (or to the Knowledge of Seller, pending or threatened against any of the officers, directors or key employees of any Target with respect to their business activities on behalf of the Targets). As of Closing, there will be no Action pending or, to the Knowledge of Seller, threatened against any Target (or to the Knowledge of Seller, pending or threatened against any of the officers, directors or key employees of any Target with respect to their business activities on behalf of the Targets) that would result in a material Liability or have a material impact on the Business. No Target is subject to any Governmental Order, and no Target is in breach or violation in any material respect of any Governmental Order. As of the date hereof, no Target is a plaintiff in any legal action to recover monies due it or for damages of more than $500,000.

Section 3.10 Compliance with Laws . Except as disclosed on Schedule 3.10 , each of the Targets is, and has been for the last three (3) years in compliance in all material respects with all Laws applicable to them or the Business. To the Knowledge of Seller, no Governmental Authority is currently conducting or has any intention to conduct any investigation, inquiry, audit or review related to any of the Targets that would have a material impact on the Business.

Section 3.11 Permits . The Targets hold all Permits that are required for, and are material to, the ownership of the assets and properties currently owned by the Targets and the conduct of the Business as it is currently conducted. All of such Permits are in full force and effect. The Targets are, and have been for the last three (3) years, in compliance in all material respects with each such Permit. No loss or expiration of any such Permit is pending or, to the Knowledge of Seller, threatened to occur within eighteen (18) months following the date hereof.

Section 3.12 Insurance . Schedule 3.12 contains a list of all material insurance policies and material fidelity bonds maintained by the Targets with respect to their respective properties and assets and with respect to the Business. None of the Targets is in default in any material respect of its obligations under any such insurance policies. Such material insurance policies are in full force and effect subject to the termination or expiration of such insurance policies in accordance with the terms thereof. For one (1) year prior to the date hereof, there have been no material claims pending under any such policy as to which coverage has been questioned, denied or disputed. Excluding insurance policies that have expired and been replaced in the ordinary

course of business, no material insurance policy has been cancelled within the last year prior to the date hereof and, to the Knowledge of Seller, no threat has been made to cancel any insurance policy of any Target during such period.

Section 3.13 Employee Benefits .

(a) Schedule 3.13(a) sets forth as of the date hereof a complete list of each Employee Benefit Plan and indicates each Employee Benefit Plan which may provide for an Employee Transaction Payment along with the name of the individual eligible for the Employee Transaction Payment and a good faith estimate of the amount of each such payment as of the date hereof. “ Employee Benefit Plans ” means (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA, (ii) each other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock appreciation rights, phantom stock, retirement, vacation, employment, disability, death benefit, hospitalization, medical insurance, life insurance, severance or other benefit plan, program, arrangement or agreement and (iii) all other employee benefit plans, contracts, programs, funds, or arrangements, and in the case of each of clauses (i) through (iii), (A) is material, whether written or, to the Knowledge of Seller, oral, whether qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated, and (B) which is maintained, administered, contributed to or required to be contributed to by the Targets or any of their subsidiaries, or to which the Targets or any of their subsidiaries make or are required to make payments, transfers, or contributions, and in each case along with any trust, escrow, or similar agreement related thereto, whether or not funded.

(b) Schedule 3.13(b) sets forth as of the date hereof a complete list of each Parent Employee Benefit Plan. “ Parent Employee Benefit Plans ” means, except for any Employee Benefit Plan, (i) all “employee benefit plans,” as defined in Section 3(3) of ERISA, (ii) each other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, stock appreciation rights, phantom stock, retirement, vacation, employment, disability, death benefit, hospitalization, medical insurance, life insurance, severance or other benefit plan, program, arrangement or agreement and (iii) all other employee benefit plans, contracts, programs, funds, or arrangements, and in the case of each of clauses (i) through (iii), (A) is material, whether written or, to the Knowledge of Seller, oral, whether qualified or nonqualified, funded or unfunded, foreign or domestic, currently effective or terminated, (B) which is maintained, administered, contributed to or required to be contributed to by Seller or any of its subsidiaries or any member of the Controlled Group, or to which Seller or any of its subsidiaries or any member of the Controlled Group makes or is required to make payments, transfers, or contributions, and (C) which is under, pursuant to, or with respect to which, the Targets or any of their subsidiaries have any liability, or in which any employees of the Targets participate, and in each case along with any trust, escrow, or similar agreement related thereto, whether or not funded.

(c) Copies of the following materials have been provided to Buyer: (i) all currently effective plan documents for each Employee Benefit Plan (including all amendments thereto), (ii) all currently effective determination or opinion letters from the IRS with respect to any of the Employee Benefit Plans, (iii) all current summary plan descriptions, summaries of material modifications, annual reports, summary annual reports, Form 5500’s, Tax Returns, valuations

reports, financial statements, and other written interpretations of or with respect to any of the Employee Benefit Plans, (iv) all current trust agreements, insurance contracts, and other documents relating to the funding or payment of benefits under any Employee Benefit Plan, and (v) any other documents, forms or other instruments relating to any Employee Benefit Plan reasonably requested by Buyer.

(d) Each Employee Benefit Plan has been maintained, operated, and administered in compliance in all material respects with its terms and any related documents or agreements and in compliance in all material respects with all applicable Laws. There have been no prohibited transactions or breaches of any of the duties imposed on “fiduciaries” (within the meaning of Section 3(21) of ERISA) with respect to the Employee Benefit Plans where the unpaid Liability of the Targets with respect to either would be material.

(e) Each Employee Benefit Plan that is maintained outside of the United States (a “ Non-US Plan ”) complies in all material respects with all applicable Laws (including Laws regarding the form, funding and operation of the Non-US Plan). Where applicable, the Financial Statements reflect the Non-US Plan Liabilities and accruals for contributions required to be paid to the Non-US Plans, in accordance with applicable generally accepted accounting principles consistently applied. All contributions required to have been made to all Non-US Plans as of the Closing will have been made as of the Closing.

(f) Each Employee Benefit Plan intended to be qualified under Section 401(a) of the Code has been determined by the IRS to be so qualified, and each trust created thereunder has been determined by the IRS to be exempt from tax under the provisions of Section 501(a) of the Code, and to the Knowledge of Seller, nothing has occurred since the date of any such determination that could reasonably be expected to give the IRS grounds to revoke such determination.

(g) None of Seller, the Targets, or any of their subsidiaries, nor any member of the Controlled Group currently has any liability with respect to a “defined benefit plan” as defined in Section 3(35) of ERISA, a pension plan subject to the funding standards of Section 302 of ERISA or Section 412 of the Code, a “multiemployer plan” as defined in Section 3(37) of ERISA or Section 414(f) of the Code or a “multiple employer plan” within the meaning of Section 210(a) of ERISA or Section 413(c) of the Code.

(h) Each group health plan benefitting any current or former employee of one of the Targets or of their subsidiaries that is subject to Section 4980B of the Code, is in compliance in all material respects with the continuation coverage requirements of Section 4980B of the Code and Part 6 of Subtitle B of Title I of ERISA, and each of the Targets and their subsidiaries is in compliance in all material respects with such requirements.

(i) There is no pending or to the Knowledge of Seller any threatened assessment, audit, complaint, proceeding, or investigation of any kind in any court or government agency or by any Governmental Authority with respect to any Employee Benefit Plan.

(j) As of the date hereof and as of the Closing Date, all (i) insurance premiums required to be paid with respect to, (ii) benefits, expenses, and other amounts due and payable

under, and (iii) contributions, transfers, or payments required to be made to, any Employee Benefit Plan have been paid or made (or to the extent not yet payable, have been properly accrued).

(k) No Employee Benefit Plan provides death or medical benefits beyond retirement or termination of service, other than (i) coverage mandated by Law or (ii) death or retirement benefits under any Employee Benefit Plan that is intended to be qualified under Section 401(a) of the Code.

(l) Except as disclosed on Schedule 3.13(l) , the execution and/or performance of this Agreement and/or the consummation of the transactions contemplated by this Agreement will not, alone or in conjunction with any other event, (i) entitle any current or former employee or consultant of the Targets to any payment, vesting, distribution or increase in benefits (whether of severance pay or otherwise) under or with respect to any Employee Benefit Plan or Parent Employee Benefit Plan or any other plan, agreement or arrangement, or otherwise trigger any acceleration (of vesting or payment of benefits or otherwise) under or with respect to any Employee Benefit Plan or Parent Employee Benefit Plan or any other plan, agreement or arrangement or (ii) result in or cause the payment or provision of benefits which are “excess parachute payments” as the term is defined in Section 280G of the Code.

(m) None of the Targets or any of their subsidiaries has agreed or committed to institute any plan, program, arrangement or agreement for the benefit of employees or former employees of any of the Targets or any of their subsidiaries, other than the Employee Benefit Plans, or to make any amendments to any of the Employee Benefit Plans.

(n) No Employee Benefit Plan provides any individual with an indemnification, “gross up” or similar payment in respect of any Taxes that may become payable under Section 409A or Section 4999 of the Code. With respect to each Employee Benefit Plan and Parent Employee Benefit Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and is subject to Section 409A of the Code, (A) the written terms of such Employee Benefit Plan and Parent Employee Benefit Plan have at all times since January 1, 2009 been in compliance in all material respects with Section 409A of the Code and applicable guidance thereunder, and (B) such Employee Benefit Plan or Parent Employee Benefit Plan has, at all times while subject to Section 409A of the Code, been operated in compliance in all material respects (or, with respect to periods prior to January 1, 2009, in good faith compliance) with Section 409A of the Code and applicable guidance thereunder. With respect to each Employee Benefit Plan or Parent Employee Benefit Plan that is intended not to be subject to Section 409A of the Code, the Targets and their subsidiaries have used their reasonable good faith efforts to cause such Employee Benefit Plan or Parent Employee Benefit Plan to be excluded from the application of Section 409A of the Code and, to the Knowledge of Seller, no action has occurred that could cause such Employee Benefit Plan to be subject to Section 409A of the Code.

Section 3.14 Employees and Labor Matters . With respect to the employees of the Targets:

(a) No employees of the Targets are represented by a union or other collective bargaining entity;

(b) There has not occurred, or to the Knowledge of Seller, been threatened a labor strike, request for representation, work stoppage, slowdown, lockout or other concerted labor dispute by any employees of the Targets in the three (3) years prior to the date of this Agreement; and

(c) Seller has not received, in the year prior to the date of this Agreement, written notice of any charges with respect to any employees of the Targets before any Governmental Authority responsible for the prevention of unlawful employment practices, except for any such matter as would not result in a material Liability or have a material impact on the Business.

(d) For the past year, neither of the Targets has taken any action that did constitute (or could have constituted) a “mass layoff”, “employment loss”, or “plant closing” within the meaning of the Worker Adjustment and Retraining Notification Act of 1988, as amended.

Section 3.15 Environmental Laws .

(a) Each of the Targets is, and for the past five years has been, in compliance in all material respects with all Environmental Laws and Environmental Permits. No claim has been filed, commenced or threatened against it alleging any failure so to comply and no Target has received any notice, alleging that any Target may be in violation of any Environmental Law (including violation of any Environmental Permit) or may have any material Environmental Costs and Liabilities or an obligation to conduct any material Remedial Action under any Environmental Law. No Target has received any request for information or other inquiry from a Governmental Authority related to any material non-compliance with or potential material Environmental Costs and Liabilities or an obligation to conduct any material Remedial Action under any Environmental Law. No Action is pending or threatened in writing to revoke, modify or terminate any Environmental Permit.

(b) None of the Targets has generated, treated, stored, released, transported or arranged for transportation or disposal of any Hazardous Material at, to or from any location except (i) in a manner that would not reasonably be expected to result in any Target incurring material Environmental Costs and Liabilities or an obligation to conduct any material Remedial Action, and (ii) in compliance in all material respects with all Environmental Laws. During any Target’s use or operation upon any Leased Real Property, there has been no Release of any Hazardous Material in, on, under, or emanating from or onto any Leased Real Property that would reasonably be expected to result in any Target incurring material Environmental Costs and Liabilities or an obligation to conduct any material Remedial Action.

(d) No Target is the subject of any pending or outstanding written order, or Contract with any Governmental Authority or Person respecting (i) any non-compliance with Environmental Laws, (ii) Remedial Action or (iii) any Release of a Hazardous Material for which any material obligations remain outstanding.

(e) No Target has constructed, installed or operated any, and to the Knowledge of Seller, there is not located at any of the Leased Real Properties, or at any property previously owned, operated or leased by any Target or related to the Business, any (i) underground storage

tanks, (ii) landfill, (iii) surface impoundment, (iv) asbestos-containing material or (v) equipment containing polychlorinated biphenyls, except those that, where present, could not reasonably be expected to result in any material Environmental Costs and Liabilities or any obligation to conduct any material Remedial Actions and are in compliance in all material respects with Environmental Laws.

(f) Seller has made available to Buyer all material audits, studies, reports, analyses and results of investigations, in Seller’s possession, custody or control, that have been performed with respect to the environmental condition of any currently or previously owned, leased or operated properties of any Target or with respect to the Business’s compliance with Environmental Laws.

Section 3.16 Real Property . None of the Targets currently owns any real property. Schedule 3.16 sets forth a description of all real property leased to, licensed to or otherwise used or occupied by any of the Targets (the “ Leased Real Property ”). A true and correct copy of each lease, sublease, license or occupancy agreement, and any amendments thereto (the “ Real Property Leases ”) regarding each such Leased Real Property has been made available to Buyer. All of the Leased Real Property is used or occupied by the Targets pursuant to a Real Property Lease. All buildings, material fixtures and material improvements located at the Leased Real Property are in reasonable operating condition and repair, without material structural defects, and all material mechanical and other systems located thereon or therein are in reasonable operating condition, and no condition exists that would require the Targets to incur any material expenditure to repair or correct.

Section 3.17 Relationships with Affiliates . No Target is a party to any transaction or Contract with Seller or any of Seller’s Affiliates (other than the Targets).

Section 3.18 Anti-Corruption Laws .

(a) None of the Targets or, to the Knowledge of Seller, their respective Representatives has, directly or indirectly, offered, paid, authorized, or ratified any bribe, kickback, or other illicit payment in violation of any applicable Law, including the Foreign Corrupt Practices Act of 1977, the Bribery Act of 2010 of the United Kingdom, the Convention on Combating Bribery of Foreign Officials in International Business Transactions, any Laws prohibiting commercial bribery, or any other applicable anti-corruption Law (collectively, the “ Anti-Corruption Laws ”).

(b) None of the Targets or, to the Knowledge of Seller, their respective Representatives has corruptly or otherwise illegally offered, paid, promised to pay, or authorized the payment of any money, or offered, given, promised to give, or authorized the giving of anything of value to: (i) any Governmental Official for purposes of (1) (A) influencing any act or decision of such Governmental Official in his or her official capacity, (B) inducing such Governmental Official to do or omit to do any act in violation of the lawful duty of such Governmental Official or (C) securing any improper advantage, or (2) inducing such Governmental Official to use his or her influence in order to assist any of the Targets in obtaining or retaining their respective business for or with, or directing their respective businesses to, any Person; (ii) any political party or official thereof or any candidate for political

office for purposes of (1) (A) influencing any act or decision of such party, official, or candidate in its or his or her official capacity, (B) inducing such party, official, or candidate to do or omit to do an act in violation of the lawful duty of such party, official, or candidate or (C) securing any improper advantage, or (2) inducing such party, official, or candidate to use its or his or her influence with a Governmental Authority to affect or influence in order to assist any of the Targets in obtaining or retaining their respective businesses for or with, or directing business to, any Person; or (iii) any Person, while knowing that all or a portion of such money or thing of value will be offered, given, or promised, directly or indirectly, to any Governmental Official, to any political party or official thereof, or to any candidate for political office, for purposes of (1) (A) influencing any act or decision of such Governmental Official, political party, party official, or candidate in his or her or its official capacity, (B) inducing such Governmental Official, political party, party official, or candidate to do or omit to do any act in violation of the lawful duty of such Governmental Official, political party, party official, or candidate or (C) securing any improper advantage, or (2) inducing such Governmental Official, political party, party official, or candidate to use his or her or its influence to affect or influence any act or decision of such Governmental Authority, in order to assist any of the Targets in obtaining or retaining their respective businesses for or with, or directing their respective businesses to, any Person.

(c) There have been no false or fictitious entries made in the books or records of the Targets relating to any offer, payment, promise to pay, or authorization of the payment of any money, or offer, gift, promise to give, or authorization of the giving of anything of value, including any bribe, kickback or other illegal or improper payment, and none of the Targets has established or maintained a secret or unrecorded fund.

(d) The Targets maintain policies and procedures reasonably designed to ensure compliance with the applicable Anti-Corruption Laws by such Targets.

(e) The Targets have complied in all material respects with all applicable U.S. requirements and restrictions relating to the export, transshipment, reexport and other transfers of U.S. origin commodities, software, technology and services.

Section 3.19 Absence of Certain Developments .

(a) Between January 1, 2011 and the date hereof the Targets have conducted the Business in the ordinary course of Business in all material respects and there has not been a Material Adverse Effect.

(b) Except as contemplated by this Agreement, between January 1, 2011 and the date hereof:

(i) there has not been any damage, destruction or casualty Loss, whether or not covered by insurance with respect to the any of the Targets’ respective assets having a replacement cost of more than $500,000 for any single Loss or $1,000,000 for all such Losses;

(ii) no Target has entered into any employment, deferred compensation, severance or similar agreement (nor amended any such agreement) or agreed to increase

the compensation payable or to become payable by it to any employees, agents or Representatives related to the Business or agreed to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other Employee Benefit Plan, payment or arrangement made to, for or with such employees, agents or representatives related to the Business, other than in each case, in the ordinary course of business or as required by Law;

(iii) no Target has (A) made, changed or rescinded any election relating to Taxes, (B) settled or compromised any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to material Taxes, or consented to any waiver of the statute of limitations thereof, (C) except as required by Law, made any change to any of its methods of reporting income or deductions for Tax purposes from those employed in the preparation of its most recently filed Tax Returns, (D) changed any annual Tax accounting period, (E) adopted or changed any method of Tax accounting, (F) obtained any Tax ruling or entered into any closing agreement or taken any affirmative action to surrender any right to claim a material Tax refund, offset or other reduction in Tax Liability, or (G) amended any material Tax Returns or filed claims for any material Tax refunds except as set forth on Schedule 3.19(b)(iii) ;

(iv) no Target has made or committed to make any capital expenditures in excess of $500,000 individually or $1,500,000 in the aggregate; and

(v) no Target has instituted or settled any Action resulting in an expenditure in excess of $500,000 in the aggregate.

Section 3.20 Accounts and Notes Receivable and Payable .

All accounts and notes receivable reflected in the Financial Statements have arisen from bona fide transactions in the ordinary course of business.

Section 3.21 Supplier s .

(a) Schedule 3.21 sets forth a list of the ten (10) largest suppliers of the Business, as measured by the dollar amount of purchases therefrom, during the fiscal year ended December 31, 2010.

(b) As of the date hereof, other than as is not material to the Business, no supplier listed on Schedule 3.21 has terminated its relationship with any Target or materially increased the pricing (other than any increases in pricing related to price fluctuations of raw materials or other commodities) or other terms of its business with any Target and no supplier listed on Schedule 3.21 has notified any Target or Seller that it intends to terminate, or materially increase the pricing (other than any increases in pricing related to price fluctuations of raw materials or other commodities) or materially adversely impact other terms of its business with any Target (other than any termination which may occur upon expiration of an applicable Contract in accordance with its terms).

Section 3.22 Inventories . The finished goods inventories of the Targets are in good and marketable condition, and are saleable in the ordinary course of business, and constitute sufficient quantities for the operation of the Business in the ordinary course.

Section 3.23 Product Warranty; Product Liability .

(a) To the Knowledge of Seller, with respect to the one (1) year period prior to the date of this Agreement, no Target has any material Liability for replacement or repair of any such products or other damages in connection therewith or any other material customer or product obligations not reserved against in the Financial Statements.

(b) To the Knowledge of Seller, with respect to the one (1) year period prior to the date of this Agreement, no Target has any material Liability arising out of any injury to individuals or property as a result of the ownership, possession, or use of any product designed, manufactured, assembled, repaired, maintained, delivered, sold or installed, or services rendered, by or on behalf of any Target.

ARTICLE IV.

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer that the statements contained in this Article IV with respect to Seller are true and correct as of the date of this Agreement and as of the Closing Date, in each case, except as set forth in the Schedules attached hereto.

Section 4.01 Organization; Corporate Power and Authority . Seller is a corporation, duly incorporated, validly existing and in good standing under the Laws of Denmark. Seller has all requisite right, power, authority and full legal capacity to enter into this Agreement, the other Transaction Agreements to be executed and delivered by Seller and all other instruments to be executed and/or delivered by Seller as contemplated hereby and thereby and to carry out and perform its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Seller herein or therein. This Agreement and each of the other Transaction Agreements to be executed and delivered by Seller have been duly authorized, executed and delivered by Seller and (assuming due authorization, execution and delivery by each of the other parties hereto and thereto) constitutes the legal, valid and binding obligation of Seller, and is enforceable against Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 4.02 Ownership of the Shares . Seller has title to, and is the sole owner of, the Shares, free and clear of all Liens (other than, prior to Closing, Permitted Liens).

Section 4.03 No Conflict . Provided all Consents are obtained as described in Schedule 4.03 , the execution and delivery by Seller of this Agreement and the other Transaction Agreements and the performance by Seller of its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Seller herein or therein, do not and will not (i) violate any provision of the organizational documents of Seller or (ii) violate any Law by which Seller is bound or subject, except with respect to clauses (i) or (ii) above that would not reasonably be expected to have a material adverse effect on the ability of Seller to perform its obligations under

this Agreement and the other Transaction Agreements, including the consummation of the transactions to be consummated by Seller herein or therein.

Section 4.04 Governmental Filings . No notices, reports or other filings are required to be made by Seller, nor are any Consents, registrations or Permits required to be obtained by Seller from any Governmental Authority in connection with the execution and delivery by Seller of this Agreement and the other Transaction Agreements and the performance by Seller of its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Seller herein or therein, except for the filings contemplated by Section 6.08 hereof and as may be required under the FD&C Act to document a change of ownership.

Section 4.05 Closing Consents . There are no Persons whose Consent is legally or contractually required in connection with the execution and delivery by Seller of this Agreement and the other Transaction Agreements and the performance by Seller of its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Seller herein or therein.

Section 4.06 Litigation . There are no Actions pending or threatened against Seller and there are no Governmental Orders imposed on Seller that would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Seller to perform its obligations under this Agreement and the other Transaction Agreements, including the consummation of the transactions to be consummated by Seller herein or therein.

Section 4.07 No Broker . No agent, broker, finder, investment banker or other Person is entitled to any brokerage, finder’s or other fee or any other commission from Seller or any of its Affiliates in connection with this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby for which Buyer will be responsible.

Section 4.08 No Other Representations or Warranties . Except for the representations and warranties contained in Article III and this Article IV , neither Seller nor any of its Affiliates or Representatives has made any other express or implied representation or warranty with respect to the Shares, this Agreement, the transactions contemplated herein, the obligations being transferred in connection with this Agreement and the performance by Seller of its obligations hereunder, or any other matter, and Seller hereby disclaims any other representations or warranties whether made by Seller or any of its Affiliates or Representatives. Except for the representations and warranties contained in Article III and this Article IV , Seller hereby disclaims all liability and responsibility for any representation, warranty, projection, forecast, budget, estimate, statement, opinion, data, or other information made, communicated or furnished (orally or in writing, including electronically) to Buyer or any of its Affiliates or Representatives (including any of the foregoing that may have been or may be provided to Buyer, its Affiliates or Representatives by Seller, or any of its Affiliates or Representatives). Seller has made and makes no representations or warranties to Buyer regarding the probable success or future profitability of the Targets or value of the Shares.

ARTICLE V.

REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that the statements contained in this Article V with respect to Buyer are true and correct as of the date of this Agreement and as of the Closing Date, in each case, except as set forth in the Schedules attached hereto.

Section 5.01 Organization; Power and Authority . Buyer is a corporation, duly incorporated, validly existing and in good standing under the Laws of the State of California. Buyer has all requisite right, power, authority and full legal capacity to enter into this Agreement, the other Transaction Agreements to be executed and delivered by Buyer and all other instruments to be executed and/or delivered by Buyer, as contemplated hereby and thereby and to carry out and perform its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Buyer herein or therein. This Agreement and each of the other Transaction Agreements to be executed and delivered by Buyer have been duly authorized, executed and delivered by Buyer and (assuming due authorization, execution and delivery by each of the other parties hereto and thereto) constitutes the legal, valid and binding obligation of Buyer, and is enforceable against Buyer in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

Section 5.02 No Conflict . The execution and delivery by Buyer of this Agreement and the other Transaction Agreements and the performance by Buyer of its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Buyer herein or therein, do not and will not (i) violate any provision of the organizational documents of Buyer or (ii) violate any Law by which Buyer is bound or subject, except with respect to clauses (i) or (ii) above that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the other Transaction Agreements, including the consummation of the transactions to be consummated by Buyer herein or therein.

Section 5.03 Governmental Filings . No notices, reports or other filings are required to be made by Buyer, nor are any Consents, registrations or Permits required to be obtained by Buyer from any Governmental Authority in connection with the execution and delivery of this Agreement and the other Transaction Agreements, and the performance by Buyer of its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Buyer herein or therein, except for the filings contemplated by Section 6.08 hereof and as may be required under the FD&C Act to document a change of ownership.

Section 5.04 Closing Consents . There are no Persons whose Consent is legally or contractually required in connection with the execution and delivery by Buyer of this Agreement and the other Transaction Agreements and the performance by Buyer of its obligations hereunder and thereunder, including the consummation of the transactions to be consummated by Buyer herein or therein.

Section 5.05 Litigation . There are no Actions pending or threatened against Buyer and there are no Governmental Orders imposed on Buyer that would reasonably be expected to have,

individually or in the aggregate, a material adverse effect on the ability of Buyer to perform its obligations under this Agreement and the other Transaction Agreements, including the consummation of the transactions to be consummated by Buyer herein or therein.

Section 5.06 Securities Matters . The Shares are being acquired by Buyer for its own account, and not with a view to, or for the offer or sale in connection with, any public distribution or sale of the Shares or any interest in them. Buyer has sufficient knowledge and experience in financial and business matters to be capable of evaluating the merits and risks of its investment in the Shares, and Buyer is capable of bearing the economic risks of such investment, including a complete loss of its investment in the Shares. Buyer acknowledges that the Shares have not been registered under the United States Securities Act of 1933 (the “ Securities Act ”) or any securities Laws or any state or other jurisdiction (domestic or foreign), and understands and agrees that it may not sell or dispose of any of the Shares except pursuant to a registered offering in compliance with, or in a transaction exempt from, the registration requirements of the Securities Act and any other applicable securities Laws of any state or other jurisdiction (domestic or foreign).

Section 5.07 Financial Ability . Buyer has on the date hereof and will have on the Closing Date sufficient immediately available funds available and the financial ability to pay the Purchase Price and to perform its obligations under this Agreement and the other Transaction Agreements.

Section 5.08 No Broker . No agent, broker, finder, investment banker or other Person is entitled to any brokerage, finder’s or other fee or any other commission from Buyer or any of its Affiliates in connection with this Agreement, the other Transaction Agreements or the transactions contemplated hereby or thereby for which Seller or any of the Targets will be responsible.

Section 5.09 No Other Representations or Warranties . Except for the representations and warranties contained in this Article V , Buyer has not made any other express or implied representation or warranty with respect to this Agreement, the transactions contemplated herein and the performance by Buyer of its obligations hereunder, or any other matter, and Buyer hereby disclaims any other representations or warranties whether made by Buyer or any of its Affiliates or Representatives. Except for the representations and warranties contained in this Article V , Buyer hereby disclaims all liability and responsibility for any representation, warranty, statement, opinion, data, or other information made, communicated or furnished (orally or in writing, including electronically) to Seller or any of its Affiliates or Representatives (including any of the foregoing that may have been or may be provided to Seller, its Affiliates or Representatives by Buyer, or any of its Affiliates or Representatives).

ARTICLE VI.

COVENANTS AND AGREEMENTS

Each of the Parties agrees as follows with respect to the period after the date of this Agreement.

Section 6.01 Interim Operations .

(a) From the date hereof until the Closing Date or the earlier termination of this Agreement (the “ Interim Period ”), except as set forth on Schedule 6.01(a) or as contemplated by this Agreement, Seller shall (x) use commercially reasonable efforts to cause the Targets to conduct the Business only in the ordinary course of business in all material respects, (y) use its commercially reasonable efforts to preserve the present business operations of the Business, its work force, and relations with suppliers and customers and (z) cause each of the Targets not to undertake any of the following without Buyer’s written consent (which consent shall not be unreasonably withheld, conditioned or delayed and shall not be required if seeking such consent would violate applicable Law):

(i) amend its organizational documents;

(ii) issue, sell, deliver or transfer any of its equity interests or other securities;

(iii) split, combine, or reclassify any of its outstanding equity interests or repurchase, redeem or otherwise acquire any of its equity interests;

(iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization;

(v) incur, guarantee, or assume any Indebtedness except for any (A) Indebtedness that will be paid off or terminated or will no longer be binding on the Targets at or prior to the Closing and (B) Intercompany Indebtedness;

(vi) create, or permit to be created, any Lien (other than a Permitted Lien, a Statutory Lien or a Lien that will be terminated at or prior to the Closing) against any of the material assets or properties of any of the Targets, or allow any such material assets or properties to become subject to any Lien (other than a Permitted Lien, a Statutory Lien or a Lien that will be terminated at or prior to the Closing);

(vii) sell, transfer, convey or otherwise dispose of any material assets or properties of any of the Targets other than the sale of inventory and the disposition of obsolete assets in the ordinary course of business;

(viii) fail to maintain its limited liability company, partnership or corporate existence, as applicable, or consolidate with any other Person;

(ix) acquire all or substantially all of the assets or stock of any other Person;

(x) purchase any securities of any Person, except for short term investments made in the ordinary course of business;

(xi) enter into, terminate or amend in any material respect any Material Contract, except any such Material Contract that is entered into, terminated or amended in the ordinary course of business;

(xii) other than as provided on Schedule 6.01(a)(xii) , (A) increase the salary or other compensation of any employee of the Targets or (B) grant any bonus, benefit or other direct or indirect compensation to any employee of the Targets;

(xiii) other than as provided on Schedule 6.01(a)(xiii) , (A) increase the coverage or benefits available under an Employee Benefit Plan, (B) enter into any employment, deferred compensation, severance, special pay, consulting, non-competition or similar agreement or arrangement with any employee of the Targets (or amend any such agreement), or (C) change the number of Persons employed or engaged in the Business (except to the extent employees resign or are terminated in the ordinary course of business); provided , however , that if there is a vacancy in a senior management or similar position, Seller shall cause the Targets not to fill such position (other than with a current or senior manager of the Targets) in the ordinary course of business or otherwise;

(xiv) (A) make, change or rescind any material election relating to Taxes, (B) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to material Taxes, or consent to any waiver of the statute of limitations thereof (other than any such settlement, compromise or consent regarding Taxes that are currently subject to an audit), (C) except as may be required by Law, make any change to any of its methods of reporting income or deductions for Tax purposes from those employed in the preparation of its most recently filed Tax Returns, (D) change any annual Tax accounting period, (E) adopt or change any method of Tax accounting, (F) obtain any Tax ruling or enter into any closing agreement or (G) amend any material Tax Returns or file claims for any material Tax refunds (other than any Tax Return currently subject to an audit);

(xv) enter into any commitment for capital expenditures in excess of those set forth on Schedule 6.01(a)(xv) ;

(xvi) institute, settle or compromise any Action, (A) in a manner that would result in any material restrictions on the conduct of the Business as it is currently being conducted or (B) in an amount in excess of $500,000 for any individual Action (other than as to any Action for which such amount is assumed by Seller);

(xvii) change or modify its current credit, collection or payment policies, procedures or practices in any material respect, including such policies, procedures or practices, acceleration of collections or receivables (whether or not past due) or fail to pay or delay payment of payables or other Liabilities; or

(xviii) agree to do anything prohibited by this Section ‎ 6.01 .

(b) Without in any way limiting Buyer’s or Seller’s rights or obligations under this Agreement, Buyer and Seller understand and agree that (i) during the Interim Period, nothing contained in this Agreement shall give Buyer, directly or indirectly, the right to control or direct the operation of the Business and (ii) during the Interim Period, Seller and the Targets shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations.

Section 6.02 Access of Buyer .

(a) During the Interim Period, Seller shall provide, and shall cause the Targets to provide, Buyer and its Affiliates and Representatives with reasonable access, as Buyer may reasonably request during regular business hours and upon reasonable advance notice, to (i) their respective personnel, officers and directors, (ii) the Books and Records, Permits, Contracts and other information of the Targets or otherwise related to the Business and (iii) the offices, plants, facilities and properties of the Targets, in each case, as Buyer may reasonably require in relation to Buyer’s obligations and rights hereunder; provided , however , that (w) such access does not unreasonably interfere with the operations of Seller or its Affiliates or the safe commercial operations of the Targets, (x) Buyer shall, and shall cause its authorized Affiliates and Representatives to, observe and comply with all health, safety and security requirements at any plants and other facilities of the Targets that they may access, (y) Buyer and its authorized Affiliates and Representatives shall not be entitled to collect any air, soil, surface water, ground water or building material samples nor to perform any invasive or destructive sampling on any plants and other facilities of the Targets to which they may access and (z) Seller shall have the right to have a Representative of its choice present at all times during any such inspections conducted at or on the offices, plants, facilities or properties of any of the Targets.

(b) Notwithstanding anything to the contrary in this Section 6.02 , (i) Buyer and its Affiliates and Representatives shall have no right of access to, and neither Seller nor any of its Affiliates shall have any obligation to provide any information the disclosure of which (1) could reasonably be expected to jeopardize any privilege available to Seller, Seller’s Affiliates or its and their respective Representatives, (2) would cause Seller, Seller’s Affiliates or its and their respective Representatives to breach any confidentiality obligations, (3) would be reasonably likely to result in a violation of Law in the sole discretion of Seller or such Representative or Affiliate, or (4) is reasonably likely to be, in the sole discretion of Seller or such Representative or Affiliate, competitively sensitive to the Business, the Targets or Seller and (ii) without the written consent of Seller, none of Buyer, Buyer’s Affiliates or its and their respective Representatives shall contact any personnel, officers, directors, suppliers, customers, distributors or vendors of Seller or the Targets concerning the transactions contemplated hereby or by the other Transaction Agreements.

(c) Any nonpublic information provided to or obtained by Buyer, its Affiliates or its and their respective Representatives pursuant to this Section 6.02 will be subject to that certain Confidentiality Agreement, dated July 27, 2011, by and among Parent, Seller and 3D Systems (the “ Confidentiality Agreement ”). Buyer agrees to, and agrees to cause its Affiliates and Representatives to, be bound by and comply with the provisions set forth in the Confidentiality Agreement as if such provisions were set forth in full herein and such provisions are hereby incorporated herein by reference.

(d) Buyer agrees to indemnify and hold harmless Seller, Seller’s Affiliates and its and their respective Representatives for any and all Losses incurred by such Seller, Seller’s Affiliates or its and their respective Representatives for any injuries or property damage caused by any of Buyer’s Representatives while present on the Leased Real Property.

Section 6.03 Buyer Record Retention and Seller Post-Closing Access .

(a) From and after the Closing Date, Buyer shall, and shall cause its Affiliates and its and their respective Representatives to, provide Seller, Seller’s Affiliates and its and their respective Representatives with reasonable access, as Seller may reasonably request during regular business hours and upon reasonable advance notice, to the personnel, Books and Records, Permits, Contracts and other information and documents of the Targets or otherwise related to the Business, this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby, in each case, only to the extent related to the operation, condition (financial and otherwise), properties and assets of the Business prior to the Closing and necessary to permit Seller to perform its ongoing obligations regarding this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby; provided , however , that such access does not unreasonably interfere with the operations of Buyer or its Affiliates.

(b) Notwithstanding Section 6.03(a) , from and after the Closing Date, in the event of, and for so long as any of Seller, its Affiliates or it and their respective Representatives is prosecuting, participating in, contesting or defending any Action, whenever filed or made, in connection with or involving (i) any transaction contemplated under this Agreement or any of the other Transaction Agreements or (ii) the Business and the Targets prior to the Closing, at Seller’s expense, Buyer shall, and shall cause its Affiliates and its and their respective Representatives to, (A) cooperate with Seller, Seller’s Affiliates and its and their respective Representatives and their respective counsel in, and assist Seller, Seller’s Affiliates and its and their respective Representatives and their respective counsel with, the contest or defense, (B) make available its personnel (including for purposes of fact finding, consultation, interviews, depositions and, if required, as witnesses), and (C) provide such information, testimony and documents, including, but not limited to, Books and Records and other documents relating to the Business and the Targets, during normal business hours and upon reasonable notice and without undue burden, in each case as shall be reasonably necessary in connection with the prosecution, participation, contest or defense; provided , however , that such cooperation and access does not unreasonably interfere with the operation of Buyer or its Affiliates.

(c) From and after the Closing Date, Seller shall have the right of access to copies of all dataroom materials and all information and documents provided pursuant to Sections 6.03(a) and 6.03(b) to the extent necessary to permit Seller to perform its ongoing obligations regarding this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby.

(d) Notwithstanding anything to the contrary in this Section 6.03 , Seller shall have no right of access to, and neither Buyer nor any of its Affiliates shall have any obligation to provide any information the disclosure of which (i) could reasonably be expected to jeopardize any privilege available to Buyer or its Affiliates or its Representatives, (ii) would cause Buyer or its Representatives or its Affiliates to breach any confidentiality obligations, or (iii) would reasonably be likely to result in a violation of Law in the sole discretion of Buyer or such Representative or Affiliate.

Section 6.04 Record Preservation by Buyer . Buyer shall, and shall cause its Affiliates (including the Targets), to preserve and keep all Books and Records in the possession of Buyer or such Affiliate, as applicable, relating to the Business and the Targets existing on or before the

Closing Date for a period of at least seven (7) years from the Closing Date. After such seven (7) year period, before Buyer disposes of any of such Books and Records, Buyer shall give Seller at least ninety (90) calendar days’ prior notice to such effect, and Seller shall be given an opportunity, at its cost and expense, to remove and retain all or any part of such Books and Records as Seller may select that are necessary to permit Seller to perform its ongoing obligations regarding this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby. Notwithstanding the foregoing, Buyer agrees that it shall preserve and keep all Books and Records of the Business and the Targets relating to any investigation instituted by a Governmental Authority or any Action (whether or not existing on the Closing Date) if any possibility reasonably exists that such investigation or Action may relate to matters occurring prior to the Closing, without regard to the seven-year period set forth in this Section 6.04 . This Section 6.04 shall not apply to the extent it is superseded by Section 6.11(b) with respect to Tax matters.

Section 6.05 Public Announcements . No Party nor any of its Representatives or Affiliates shall issue any press releases, make any public announcement with respect to this Agreement, the other Transaction Agreements or the transactions contemplated hereby and thereby without the prior written consent of the other Parties. Notwithstanding the foregoing, any such disclosure, filing, press release or public announcement may be made if required by applicable Law (including pursuant to the rules of the United States Securities Exchange Commission or any applicable securities exchange); provided , that each Party required to make such press release or public announcement shall, and shall cause its respective Representatives and Affiliates to, to the extent possible, confer with the other Parties concerning the timing and content of such press release or public announcement before the same is made.

Section 6.06 Restrictive Covenants of Seller .

(a) For a period of five (5) years from the Closing Date, Seller shall not, and shall cause each of its controlled subsidiaries not to, directly or indirectly:

(i) own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in any of the following activities: (A) the manufacture, production, distribution, marketing or sale of two-dimensional medical, dental or veterinary film digitizers or (B) the manufacture, production, distribution, marketing or sale of three-dimensional printers, consumables for three-dimensional printers or accessories or Software in connection therewith, or the resale of three-dimensional scanners designed and manufactured by third parties, in each case, in the geographical areas in which any of the Targets currently engage in such activities (the “ Seller Restricted Business ”); or

(ii) cause, solicit, induce or encourage any Person who, as of the Closing Date, is an employee of any of the Targets to leave the employment of such Target or to hire, employ or otherwise engage such Person; provided , however , that Seller and its controlled subsidiaries may hire a Person who (1) responds to a public advertisement that is not solely aimed at any Business Employee or (2) is first approached when such Person is no longer an employee of any of the Targets for at least six (6) months; or

(iii) intentionally induce or intentionally encourage any material client, customer, supplier or licensor of any of the Targets or the Business, or any other Person who has a material business relationship with the Targets or the Business to terminate or materially and adversely modify such relationship (other than in connection with the Buyer Restricted Business).

(b) Nothing in Section 6.06(a) shall restrict Seller or any of its controlled subsidiaries from:

(i) utilizing, working with, or soliciting any client, customer, supplier, licensor, dealer, distributor or reseller of the Targets or the Business or any other Person who has a business relationship with the Targets or the Business other than in connection with the Seller Restricted Business;

(ii) owning less than an aggregate of 5% of the equity interests or less than 5% of the aggregate principal amount of the Indebtedness of any publicly traded company engaged, directly or indirectly, in the Seller Restricted Business; or

(iii) being acquired by any Person engaged, directly or indirectly, in the Seller Restricted Business.

(c) For a period of five (5) years from and after the Closing Date, Seller shall not, shall cause its controlled subsidiaries not to, and shall cause the Representatives of Seller and its controlled subsidiaries (in each case who were or are actually in possession of Confidential Information regarding the Business) not to, directly or indirectly, disclose, reveal, divulge or communicate any Confidential Information regarding the Business to any Person other than to Seller, Seller’s controlled subsidiaries and its and their respective Representatives and Buyer and its Affiliates and its and their respective Representatives without the written consent of Buyer. Seller and its controlled subsidiaries and its and their respective Representatives shall not have any obligation to keep confidential any such Confidential Information regarding the Business if and to the extent disclosure thereof is requested or required by any applicable Law or Governmental Authority; provided , however , that in the event disclosure is required by applicable Law or Governmental Authority, Seller shall, to the extent reasonably possible, provide Buyer with prompt notice of such requirement prior to making any disclosure so that Buyer may seek an appropriate protective order.

(d) Notwithstanding any other provision of this Agreement, it is understood and agreed that the remedy of indemnity payments pursuant to Article X and the other remedies available at law may be inadequate in the case of any breach of the covenants contained in this Section 6.06 . Accordingly, Buyer shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

(e) In the event the terms of this Section 6.06 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

Section 6.07 Restrictive Covenants of Buyer .

(a) (a) The Parties recognize that, prior to the date hereof, VIDAR has engaged in the manufacture and sale of Wide Format Scanners utilizing employees, facilities and assets of VIDAR. The Parties further recognize that the Wide Format Scanner business has been retained by Seller and will not be part of the transactions contemplated by this Agreement. Accordingly, for a period of five years from the Closing Date, Buyer and 3D Systems shall not, and shall cause each of their Affiliates (including the Targets) not to, directly or indirectly:

(i) own, manage, operate, control or participate in the ownership, management, operation or control of any business, whether in corporate, proprietorship or partnership form or otherwise, engaged in any of the following activities: (A) the manufacture, production, distribution, marketing or sale of Wide Format Scanners, consumables for Wide Format Scanners or accessories or Software in connection therewith, or the resale of Wide Format Scanners designed and manufactured by third parties, in each case, in the geographical areas in which any of the Targets currently engage in such activities (the “ Buyer Restricted Business ”); or

(ii) intentionally induce or intentionally encourage any material client, customer, supplier, licensor, dealer, distributor or reseller of the Buyer Restricted Business, or any other Person who has a material business relationship with respect to the Buyer Restricted Business to terminate or materially and adversely modify such relationship.

(b) Nothing in Section 6.07(a) shall restrict Buyer, 3D Systems or any of their respective Affiliates from:

(i) utilizing distributors that may be currently distributing Wide Format Scanners or other products for Seller or any of its Affiliates and soliciting customers of Seller or any of its Affiliates other than in connection with the Buyer Restricted Business;

(iii) being acquired by any Person engaged, directly or indirectly, in the Buyer Restricted Business; or

(iv) acquiring any Person that is engaged, directly or indirectly, in the Buyer Restricted Business, as long as the Buyer Restricted Business is not such Person’s primary business.

(c) For a period of five (5) years from and after the Closing Date, Buyer and 3D Systems shall not, shall cause their respect Affiliates not to, and shall cause the Representatives of Buyer, 3D Systems and their respective Affiliates (in each case who were or are actually in possession of Confidential Information regarding the Buyer Restricted Business) not to, directly

or indirectly, disclose, reveal, divulge or communicate any Confidential Information regarding the Buyer Restricted Business to any Person other than to Buyer, Buyer’s Affiliates (other than any Person engaged, directly or indirectly, in the Buyer Restricted Business and its Affiliates (other than Buyer and any of its subsidiaries)) and its and their respective Representatives and Seller and its Affiliates and its and their respective Representatives without the written consent of Seller. Buyer, 3D Systems, and their respective Affiliates and the Representatives of Buyer, 3D Systems and their respective Affiliates shall not have any obligation to keep confidential any such Confidential Information regarding the Buyer Restricted Business if and to the extent disclosure thereof is requested or required by any applicable Law or Governmental Authority; provided , however , that in the event disclosure is required by applicable Law or Governmental Authority, Buyer shall, to the extent reasonably possible, provide Seller with prompt notice of such requirement prior to making any disclosure so that Seller may seek an appropriate protective order.

(d) Notwithstanding any other provision of this Agreement, it is understood and agreed that the remedy of indemnity payments pursuant to Article X and the other remedies available at law may be inadequate in the case of any breach of the covenants contained in this Section 6.07 . Accordingly, Seller shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

(e) In the event the terms of this Section 6.07 shall be determined by any court of competent jurisdiction to be unenforceable by reason of its extending for too great a period of time or over too great a geographical area or by reason of its being too extensive in any other respect, it will be interpreted to extend only over the maximum period of time for which it may be enforceable, over the maximum geographical area as to which it may be enforceable, or to the maximum extent in all other respects as to which it may be enforceable, all as determined by such court in such action.

Section 6.08 Regulatory and Other Authorizations; Notices and Consents .

(a) Subject to Sections 6.08(b) , 6.08(c) and 6.08(d) , and upon the terms and subject to the conditions set forth in this Agreement, each of the Parties agrees to use its commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other Parties in doing, all things necessary, proper or advisable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.

(b) Each of the Parties agrees to make an appropriate filing pursuant to the HSR Act, and any other competition or merger control filings that may be required with respect to the transactions contemplated by this Agreement as soon as practicable after the date hereof and, in any event, within five (5) Business Days after the date hereof, and to supply as promptly as practicable to the appropriate Governmental Authorities any additional information and documentary material that may be requested pursuant thereto. Each of the Parties shall use its commercially reasonable efforts to obtain all federal, state, local and foreign governmental and regulatory Consents, approvals, licenses and authorizations that are necessary for the consummation of the transactions contemplated hereby (collectively, the “ Governmental Consents and Approvals ”). Such commercially reasonable efforts by the Parties shall include (1)

cooperating fully with each other in promptly seeking to obtain all such Governmental Consents and Approvals and (2) responding as promptly as reasonably practicable to any inquiries received from the United States Federal Trade Commission or the Antitrust Division of the United States Department of Justice for additional information or documentary material (including substantially complying with any Request for Additional Information pursuant to the HSR Act), and to all inquiries and requests received from any other Governmental Authority in connection therewith and acting in good faith and reasonably cooperating with each other in connection with any such filing and in connection with resolving any investigation or other inquiry of any such agency or other Governmental Authority under any applicable Laws with respect to any such filing. Notwithstanding anything to the contrary in this Agreement, Buyer shall have no obligation to make any proposals, to execute or perform any agreements or to agree or submit to any orders, consent decrees or other remedial actions of any Governmental Authority that would require Buyer to make or agree to any divestiture of any business or assets of Buyer or the Business, or would impose a material restriction on its businesses (including the Business) or assets.

(c) The Parties shall consult and cooperate with one another, and consider in good faith the views of one another, in connection with all filings, applications, notices, analyses, appearances, presentations, memoranda, submissions, briefs, arguments, opinions and proposals made or submitted by or on behalf of any Party before any Governmental Authority in connection with the approval of the transactions contemplated by this Agreement (except with respect to Taxes which shall be subject to the provisions of Section 6.11 ); provided , that nothing will prevent a Party from responding to or complying with a subpoena or other legal process required by Law or submitting factual information in response to a request therefor. For the avoidance of doubt, nothing herein shall require that Buyer or Seller make available to one another, other than through the other such Party’s respective counsel, any Item 4(c) or 4(d) documents that it may include with its HSR Act notification. In addition, except as prohibited by Law, each Party shall (1) promptly inform the other Parties of any oral communication with, and provide copies of written communications with, any Governmental Authority regarding any such filings or any such transaction and permit the other Parties to review in advance any proposed communication by such Party to any Governmental Authority and (2) not participate in any meetings or substantive discussions with any Governmental Authority with respect thereto without consulting with and offering the Parties a meaningful opportunity to participate in such meetings or discussions. None of the Parties shall agree to any extension, delay or voluntary suspension of any applicable waiting period.

(d) Each Party shall, and shall cause its controlled subsidiaries to, use commercially reasonable efforts (at its own expense) to obtain, and to cooperate in obtaining, all Consents from third parties related to any Contracts pertaining to the Business to the extent such Contracts require such Consents as a result of the transactions contemplated by the Transaction Agreements; provided , that neither Seller nor any of its Affiliates shall be required to pay or commit to pay any amount to (or incur any obligation in favor of) any Person from whom any such Consent may be required.

Section 6.09 Notification of Certain Matters .

(a) During the Interim Period, Buyer and Seller shall keep each other reasonably apprised of the status of matters relating to the completion of the transactions contemplated by this Agreement, including promptly furnishing to each other with copies of written notices or other written communications received by such party hereto or any of its Affiliates or Representatives with respect to the transactions contemplated by this Agreement or the other Transaction Agreements.

(b) During the Interim Period, Buyer and Seller shall give prompt notice to each other of (i) the occurrence or non-occurrence of any event, the occurrence or non-occurrence of which could reasonably be expected to cause any representation or warranty of such Party in this Agreement to be untrue or inaccurate at or prior to the Closing in any material respect and (ii) any failure of such Party to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder. For the avoidance of doubt, the delivery of any notice pursuant to this Section 6.09(b) shall not limit or otherwise affect any remedies available to the Party receiving such notice contained in this Agreement.

Section 6.10 Additional Financial Statements . At Seller’s sole cost and expense, (i) on or before December 10, 2011, Seller shall provide Buyer with the unaudited consolidated balance sheets of the Target Companies, and the related unaudited quarterly consolidated statements of income and cash flows of the Target Companies as at September 30, 2011, (ii) during the Interim Period, Seller shall provide Buyer with unaudited quarterly consolidated balance sheets of the Target Companies, and the related unaudited quarterly consolidated statements of income and cash flows of the Target Companies, within forty-five (45) days after the end of each calendar quarter ending during the Interim Period, accompanied by comparable prior-year or prior- period financial information. Additionally, if Closing does not occur on or prior to December 31, 2011, Seller shall use commercially reasonable efforts until the Closing to cause the Target Companies to be in a position to deliver to Buyer on or before February 29, 2012 the audited consolidated balance sheets of the Target Companies as at December 31, 2011, and the related audited consolidated statements of income and cash flows of the Targets for the year then ended. The Financial Statements provided pursuant to this Section 6.10 shall constitute “Financial Statements” for the purpose of Section 3.04 .

Section 6.11 Tax Matters and Tax Indemnity .

(a) Seller shall indemnify, defend and hold harmless the Buyer Indemnitees from and against any and all Losses suffered or incurred by such Buyer Indemnitee arising out of or relating to (i) the Excluded Tax Liabilities, (ii) the breach of any representation or warranty set forth in Section 3.07 , or (iii) the breach of any covenant or agreement of Seller contained in Section 6.01(a)(xiv) or in this Section 6.11 . Solely for the purposes of this Section 6.11(a) , in addition to any other items included in the definition of such term, Losses shall include any Losses (taking into account the applicable Tax rate) directly attributable to any reduction in any net operating loss, capital loss, credit or other Tax attribute of any Target for any Pre-Closing Tax Period or Pre-Closing Partial Tax Period that was reflected on the Financial Statements or was specifically taken into account in the calculation of Closing Net Working Capital, if and to the extent that such reduction is attributable to any increase in the Tax Liabilities of such Target for any Pre-Closing Tax Period or Pre-Closing Partial Tax Period, as finally determined pursuant to any Tax audit or other proceeding. The indemnity obligation pursuant to this Section 6.11(a)

shall survive until ninety (90) days following the expiration of the applicable statute of limitations (taking into account applicable extensions) (the “ Tax Survival Date ”). No claim may be asserted by the Buyer Indemnitees pursuant to this Section 6.11(a) following the Tax Survival Date. This Section 6.11(a) provides the sole and exclusive indemnity from Seller and its Affiliates to the Buyer Indemnitees with respect to any Losses related to Taxes.

(b) Post-Closing Tax Cooperation . In connection with the preparation of Tax Returns, audit examinations, and any administrative or judicial proceedings relating to any Tax Liabilities imposed on the Targets, Buyer, on the one hand, and Seller, on the other hand, shall cooperate fully with each other, including the furnishing or making available during normal business hours of records, personnel (as reasonably required), books of account, powers of attorney and other materials reasonably necessary or helpful for the preparation of such Tax Returns, the conduct of such audit examinations or the defense of claims by Governmental Authorities as to the imposition of Taxes. Notwithstanding any other provision of this Agreement, from and after the Closing, Buyer shall and shall cause the Targets to (i) retain all Books and Records with respect to Tax matters pertinent to the Targets relating to any Pre-Closing Tax Period or any Pre-Closing Partial Tax Period until 90 days after the expiration of the applicable statute of limitations for the respective taxable periods (taking into account applicable extensions), and to abide by all record retention agreements entered into with any Governmental Authority, and (ii) give Seller reasonable notice prior to transferring, destroying or discarding any such Books and Records following 90 days after the expiration of the applicable statute of limitations (taking into account applicable extensions) and shall allow Seller (at its expense) to take possession of such Books and Records.

(i) Seller Prepared Tax Returns . Seller shall prepare or cause to be prepared all Tax Returns required to be filed by each of the Targets on or before the Closing Date (“ Seller Prepared Tax Returns ”). Seller shall submit a draft of any such Seller Prepared Tax Return to Buyer for its review and comment at least ten (10) days prior to the due date of such Tax Return, and Seller shall consider in good faith any reasonable comments by Buyer that are submitted no less than five (5) days prior to the due date of such Seller Prepared Tax Return. Seller and Buyer agree to consult and timely resolve in good faith any issue arising as a result of Buyer’s review of such Seller Prepared Tax Returns. All Tax Returns required to be filed pursuant to this Section 6.11(c)(i) shall be filed in a manner consistent with prior practices, unless (i) otherwise required by applicable Law or (ii) Seller concludes that there is no reasonable basis for such position. Seller shall timely file all such Seller Prepared Tax Returns and shall timely pay (or cause to be timely paid) all Taxes due with respect to such Seller Prepared Tax Returns.

(ii) Buyer Prepared Tax Returns . Buyer shall prepare or cause to be prepared and timely file or cause to be timely filed all Tax Returns of the Targets for Pre-Closing Tax Periods and for Straddle Periods that are required to be filed after the Closing Date (“ Buyer Prepared Tax Returns ”). Buyer shall permit Seller to review and comment on any such Buyer Prepared Tax Return at least ten (10) days prior to the due date of such Tax Return, and Buyer shall consider in good faith any reasonable comments by Seller that are submitted no less than five (5) days prior to the due date of such Buyer Prepared

Tax Return. Buyer and Seller agree to consult and timely resolve in good faith any issue arising as a result of Seller’s review of such Buyer Prepared Tax Returns and no Buyer Prepared Tax Return shall be filed without Seller’s consent (not to be unreasonably conditioned or delayed). All Tax Returns required to be filed pursuant to this Section 6.11(c)(ii) shall be filed in a manner consistent with prior practices, unless (i) otherwise required by applicable Law or (ii) Buyer concludes that there is no reasonable basis for any position previously taken or Buyer reasonably believes any such position to be an incorrect position. Seller shall promptly pay, or cause to be promptly paid, to Buyer the amount of such Tax for which Seller is responsible pursuant to this Agreement for any such Buyer Prepared Tax Return, to the extent not paid at or before the Closing (or specifically taken into account in the calculation of Closing Net Working Capital). Notwithstanding anything to contrary in this Agreement (including Section 6.11(e) ), Buyer shall, with the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed, prepare or cause to be prepared and file or cause to be filed all Tax Returns for the Targets that are required to be filed pursuant to any voluntary disclosure agreement, tax amnesty application or managed tax audit for a Pre-Closing Tax Period; provided, that Buyer shall not (and shall cause its Affiliates not to) initiate any such voluntary disclosure or tax amnesty proceedings or any such managed tax audit without the consent of Seller, such consent not to be unreasonably withheld, conditioned, or delayed, and Seller shall have the right to control the conduct of any such proceedings or audit, if Seller may have an indemnity obligation pursuant to Section 6.11 (a) .

(d) Tax Refunds .

Buyer shall pay to Seller any refunds of Taxes of the Targets that relate solely to a Pre-Closing Tax Period or Pre-Closing Partial Tax Period to the extent such Taxes were paid pursuant to any settlement of the Pending Audit. Buyer shall use commercially reasonable efforts to pursue any claims for refund of the Targets pending as of the Closing Date. Buyer shall make payment of any such refund described in this Section 6.11(d) , net of any reasonable costs incurred by Buyer or the Targets in obtaining such refund, to Seller within five (5) Business Days of the actual receipt of such refund.

(e) Amendment of Tax Returns .

Except as set forth in the last sentence of Section 6.11(c)(ii) , neither Buyer nor any of its Affiliates shall amend, refile, revoke or otherwise modify any Tax Return or Tax election of any of the Targets with respect to a Pre-Closing Tax Period or Pre-Closing Partial Tax Period without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

(f) Transfer Taxes . All applicable transfer Taxes (including sales, property, use, excise, stock, stamp, documentary, filing, recording, permit, license, authorization and similar Taxes, filing fees and other similar charges) (including any penalties, interest and additions to Tax), but excluding any Taxes based on or attributable to income or gains (“ Transfer Taxes ”) payable in connection with this Agreement, the transactions contemplated by this Agreement or the documents giving effect to such transactions shall be the responsibility of and shall be paid by the Party legally responsible for such Transfer Taxes. The Parties shall cooperate with each other in connection with the filing of any Tax Returns relating to Transfer Taxes including joining in the execution of any such Tax Return or other documentation where necessary. Buyer and Seller shall, upon request of the other such Party, use their commercially reasonable efforts to obtain any certificate or other document from any Person as may be necessary to mitigate, reduce or eliminate any Transfer Tax. Unless otherwise required by applicable Law, Seller shall be responsible for preparing and timely filing any Tax Return relating to Transfer Taxes.

(g) Straddle Period . Any Taxes of the Targets with respect to any period beginning before the Closing Date and ending after the Closing Date (a “ Straddle Period ”) shall be apportioned between the portion of such period up to and including the Closing Date (such portion, a “ Pre-Closing Partial Tax Period ”) and the portion of such period that begins after the Closing Date (such portion, a “ Post-Closing Partial Tax Period ”) based, (x) in the case of any Taxes other than Taxes based upon or related to income or receipts, on a per diem basis and, (y) in the case of any Tax based upon or related to income or receipts be deemed equal to the amount which would be payable if the relevant taxable period ended as of the close of business on the Closing Date. For purposes of this Section 6.11(g) , any exemption, deduction, credit or other item that is calculated on an annual basis shall be allocated to the portion of the Straddle Period in the same manner as that set forth in clause (x) of this Section 6.11(g) .

(h) Tax Contests .

(i) In the case of any audit, claim for refund, or administrative or judicial proceeding involving any asserted Tax liability or refund with respect to a Target (any such audit, claim for refund, or proceeding relating to an asserted Tax liability referred to herein as a “ Tax Contest ”) that (A) relates to Tax periods that end on or prior to the Closing Date or (B) relates solely to the Pre-Closing Partial Tax Period, Seller shall control the conduct of such Tax Contest, and Buyer shall have the right to participate in such Tax Contest at its own expense. Seller shall be entitled to settle, compromise and/or concede any such Tax Contest, provided , however , that Seller shall not be able to settle, compromise and/or concede any portion of such Tax Contest that is reasonably likely to affect the Tax liability or Tax attributes of such Target for any taxable year (or portion thereof) beginning after the Closing Date without the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed.

(ii) In the case of (A) a Tax Contest that relates to Straddle Periods (other than as set forth in Section 6.11(h)(i) ) or (B) a Tax Contest that relates to Tax periods that begin following the Closing Date and for which Seller could have any indemnity obligation pursuant to this Agreement, Buyer shall control the conduct of such Tax Contest, but Seller shall have the right to participate in such Tax Contest at its own expense, and Buyer shall not settle, compromise and/or concede such Tax Contest without the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed.

(iii) Buyer shall promptly notify Seller upon receipt by Buyer or any of its Affiliates of written notice of any inquiries, claims, assessments, audits or similar events with respect to Taxes of the Targets relating to any Pre-Closing Tax Period or Straddle Period for which Seller may have an indemnity obligation pursuant to Section 6.11(a) .

(i) Section 338 Election . Neither Buyer nor any of its Affiliates shall make any election under Section 338 of the Code with respect to the acquisition of the Shares or any other transactions occurring pursuant to this Agreement.

Section 6.12 Insurance .

During the Interim Period, Seller shall use commercially reasonable efforts to maintain or cause to be maintained in full force and effect the insurance policies described on Schedule 6.12 . From and after the Closing, Buyer shall be solely responsible for either maintaining those insurance policies (to the extent that they are not part of any group insurance policies provided by Seller or any of its Affiliates (other than the Targets)) or providing alternative insurance to the Targets for any claims made with respect to any matter arising after the Closing.

Section 6.13 Support Obligations . Prior to Closing, Seller will obtain, and Buyer will cooperate with Seller to obtain, a full and unconditional release of the letter of credit listed on Schedule 6.13. In connection therewith, 3D Systems shall agree to provide a guaranty of any obligations secured by the letter of credit, but neither Buyer nor 3D Systems shall be required to provide a monetary deposit or letter of credit.

Section 6.14 Restrictions of Buyer . During the Interim Period, without in any way limiting the Buyer’s or its Affiliates’ right to conduct their respective businesses and operations in the ordinary course, Buyer shall not, and shall cause its Affiliates not to, enter into any acquisitions or other Contracts, pursuant to which Buyer would acquire any business or assets of an entity engaged in the manufacture and sale of personal or professional three dimensional printers.

Section 6.15 Termination of Affiliate Relationships . Except for the Transaction Agreements, on or prior to the Closing, Seller will terminate, or cause to be terminated, all transactions, Contracts and other arrangements between or among the Targets, on the one hand, and Seller and any of its Affiliates (other than the Targets) and Representatives, on the other, including, without limitation, the Cash Pooling Agreements and any accounts payable or accounts receivable.

Section 6.16 Employee Benefit Matters .

(a) From and after the Closing Date, (x) Buyer shall, and shall cause its Affiliates to, assume, honor, pay, perform and satisfy any Liabilities and responsibilities to the employees of the Targets (the “ Business Employees ”) arising under or with respect to (i) any Employee Transaction Payments, (ii) any unpaid annual bonuses pursuant to an Employee Benefit Plan (to the extent earned and accrued as a current Liability in Closing Net Working Capital), and (iii) any unpaid amounts due under a retention plan adopted between the date of this Agreement and the Closing Date (to the extent earned and accrued as a current Liability in Closing Net Working Capital), and (y) Buyer and Seller agree that their respective obligations with respect to certain severance payments to Business Employees will be as provided on Schedule 6.16(a) . During the period beginning on the Closing Date and continuing for a period of three (3) months, Buyer shall, and shall cause its Affiliates to provide each Business Employee with compensation and benefits, under plans listed in Schedules 3.13(a), provided to such Business Employee immediately prior to the Closing Date, excluding (i) any obligation to issue or adopt any plans or arrangements providing for the issuance of shares of capital stock, warrants, options, stock appreciation rights or other rights in respect of any shares of capital stock of any entity or any securities convertible or exchangeable into such shares pursuant to any such plans or arrangements, and (ii) except as provided in the immediately preceding sentence, special bonuses or change in control payments, retention based or other equity benefits which are payable as a result of the transaction contemplated by this Agreement (either alone or in combination with

other events). Subject to the terms of this Agreement or applicable Law, after the Closing Date, Buyer and any of its Affiliates expressly reserve the right to modify any salary or wage level of any Business Employee, and to amend, modify, or terminate any benefit plan, program, policy or arrangement established or maintained by the Targets (in accordance with the terms of such plan, program, policy or arrangement and applicable Law).

(b) From and after the Closing Date, for purposes of determining eligibility to participate, vesting and entitlement to benefits where length of service is relevant under any benefit plan or arrangement of Buyer or any of its Affiliates, Buyer shall, and shall cause its Affiliates to, cause each Business Employee to receive service credit for service with any of the Targets to the same extent such service credit was granted under the Employee Benefit Plans immediately prior to the Closing Date, provided that such service credit shall not be granted for purposes of any defined benefit pension plan, for determining the level of benefits under any retiree welfare plan, retiree welfare arrangement, or retiree welfare employment-related entitlement, or to the extent that any such credit would result in duplication of benefits. Buyer shall, and shall cause its Affiliates to, use commercially reasonable efforts to, waive all waiting periods with respect to participation and coverage requirements applicable to each Business Employee (and any dependents or beneficiaries thereof) under any Buyer welfare benefit plans that such Business Employee may be eligible to participate in after the Closing Date, other than limitations or waiting periods that are already in effect with respect to such Business Employee and that have not been satisfied as of the Closing Date under any welfare benefit plan maintained for the Business Employees immediately prior to the Closing Date. Buyer shall, and shall cause its Affiliates to, honor all vacation and sick days accrued by Business Employees under the plans, policies, programs and arrangements of the Targets immediately prior to the Closing Date.

(c) Seller and Buyer acknowledge and agree that all provisions contained in this Section 6.16 are included for the sole benefit of Seller and Buyer, and that nothing in this Section 6.16 , whether express or implied, shall be treated as an amendment or other modification to any Employee Benefit Plan or any other benefit plan, agreement or other arrangement or create any third party beneficiary or other rights (i) in any other Person, including any current or former Business Employees, any participant in any Employee Benefit Plan, or any dependent or beneficiary thereof, or (ii) to continued employment with Buyer, any of the Targets or any of their respective Affiliates.

Section 6.17 Further Assurances . Subject to the terms and conditions of this Agreement, at any time or from time to time after the Closing, at the request of Buyer or Seller and without further consideration, the other such Party shall (and in the case of Buyer, Buyer shall and shall cause the applicable Target to) execute and deliver to such Party such other instruments of sale, transfer, conveyance, assignment and confirmation, provide such materials and information and take such other actions as such Party may reasonably request in order to consummate the transactions contemplated by this Agreement.

Section 6.18 Subsidiary . Prior to Closing, Seller shall cause VIDAR to sell the shares of the Subsidiary to Seller.

ARTICLE VII.

CONDITIONS TO OBLIGATIONS OF SELLER

The obligations of Seller to consummate the Closing shall be subject to the fulfillment of each of the following conditions (except to the extent waived in writing by Seller in its sole discretion):

Section 7.01 Accuracy of Representations . (a) The Buyer Fundamental Representations shall be true and correct in all respects and (b) all other representations and warranties made by Buyer in Article V (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein) shall be true and correct in all material respects, in each case, as of the date hereof and as of the Closing Date as if made on the Closing Date (except to the extent such representations and warranties expressly related to an earlier date, in which case as of such earlier date).

Section 7.02 Performance of Covenants and Agreements . Buyer shall have performed and complied with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and all deliverables contemplated by Section 2.04 to be delivered by any Person (other than by Seller or any of its Affiliates) shall have been delivered.

Section 7.03 Governmental Approvals . All waiting periods (and any extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act and the competition Laws of any other jurisdiction listed on Schedule 7.03 shall have expired or been terminated.

Section 7.04 Legal Proceedings . (a) No preliminary or permanent injunction or other Governmental Order, and no Law or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements shall be in effect.

(b) No Action shall have been instituted by any Governmental Authority and be pending against Seller or Buyer seeking to restrain, enjoin or prohibit the consummation of the transactions contemplated by this Agreement.

ARTICLE VIII.

CONDITIONS TO OBLIGATIONS OF BUYER

The obligations of Buyer to consummate the transactions completed by this Agreement and the other Transaction Agreements shall be subject to the fulfillment as of the Closing Date of each of the following conditions:

Section 8.01 Accuracy of Representations and Warranties . Subject to Section 2.07 , (a) the Seller Fundamental Representations shall be true and correct in all respects and (b) all other representations and warranties made by Seller in Articles III and IV (without giving effect to any materiality or Material Adverse Effect qualifiers contained therein) shall be true and correct in all material respects, in each case, as of the date hereof and as of the Closing Date as if made on the Closing Date (except to the extent such representations and warranties expressly related to an earlier date, in which case as of such earlier date).

Section 8.02 Performance of Covenants and Agreements . Seller shall have performed and complied in all material respects with all covenants and agreements required by this Agreement to be performed or complied with by it on or prior to the Closing Date, and all deliverables contemplated by Section 2.04 to be delivered by any Person (other than by Buyer or any of its Affiliates) shall have been delivered.

Section 8.03 Governmental Approvals . All waiting periods (and any extensions thereof) applicable to the transactions contemplated by this Agreement under the HSR Act and the competition Laws of any other jurisdiction listed on Schedule 7.03 shall have expired or been terminated.

Section 8.04 Legal Proceedings .

(a) No preliminary or permanent injunction or other Governmental Order, and no Law or executive order promulgated or enacted by a Governmental Authority, which restrains, enjoins, prohibits, or otherwise makes illegal the consummation of the transactions contemplated by this Agreement or the other Transaction Agreements shall be in effect.

Section 8.05 No Material Adverse Effect . There shall not have been or occurred since the date hereof any event, change, occurrence or circumstance that, individually or in the aggregate with any other such events, changes, occurrences or circumstances, has had or which could reasonably be expected to have a Material Adverse Effect.

ARTICLE IX.

TERMINATION

Section 9.01 Termination . Subject to the remaining provisions of this Article IX , this Agreement may be terminated at any time prior to the Closing in the following manner:

(a) by mutual written consent of Seller and Buyer;

(b) by Seller or Buyer, if any Governmental Authority with jurisdiction over such matters shall have issued a Governmental Order restraining, enjoining, or otherwise prohibiting the sale of the Shares hereunder and such Governmental Order shall have become final and non-appealable; provided that such Party terminating the Agreement is not in breach of its obligations under Section 6.08 ;

(c) by Seller if (i) a material breach of any provision of this Agreement has been committed by Buyer which breach would give rise to a failure of a condition set forth in Sections 7.01 or 7.02 and such breach has not been waived or (ii) Buyer fails to comply in any material respect with any of its covenants or agreements in this Agreement; provided that Seller must give Buyer at least ten (10) Business Days’ prior notice of such failure and the failure is not, or cannot be, cured before expiration of such period;

(d) by Buyer if (i) a material breach of any provision of this Agreement has been committed by Seller, which breach would give rise to a failure of a condition set forth in Sections 8.01 or 8.02 and such breach has not been waived or (ii) Seller fails to comply in any material respect with any of its covenants or agreements in this Agreement; provided that Buyer must give Seller at least ten (10) Business Days’ prior notice of such failure and the failure is not, or cannot be, cured before expiration of such period; or

(e) by either Seller or Buyer, if the Closing shall not have occurred on or before the date that is nine (9) months after the date hereof (the “ Outside Date ”); provided , however , that (1) if the sole reason (together with any delay of the Closing pursuant to (2) below) that the Closing has not occurred by the Outside Date is the failure of the conditions specified in Sections 7.03 and 8.03 to be satisfied, then such Outside Date may be extended by either Buyer or Seller by written notice to the other such Party to not more than ninety (90) additional days until such conditions are satisfied, (2) if the sole reason (together with any delay of the Closing pursuant to (1) above) that the Closing has not occurred by the Outside Date is due to the pendency of the determination of the Definitive Pre-Closing Losses Amount pursuant to Section 2.07(b) , then the Outside Date may be extended by either Buyer or Seller by written notice to the other such Party until the first Business Day of the month immediately following the earlier of the expiration of the period to object to the Estimated Pre-Closing Losses Amount or the date on which the Definitive Pre-Closing Losses Amount is agreed upon by Buyer and Seller or determined by the Accounting Firm, (3) if all of the conditions set forth in Article VII and Article VIII have been satisfied or waived (other than conditions with respect to actions to be taken or items to be delivered at or immediately prior to the Closing) prior to the Outside Date (taking into account any other adjustments to the Outside Date pursuant to this Section 9.01(e) ) but the next available Closing Date pursuant to Section 2.03 shall occur after such Outside Date, then the Outside Date may be extended by either Buyer or Seller by written notice to the other such Party to a date not later than the first Business Day of the month immediately following the month in which all such conditions have been satisfied or waived and (4) the right to terminate this Agreement under this Section 9.01(e) shall not be available to Buyer or Seller if such Party’s failure to fulfill any obligation under this Agreement shall have been the cause of, or shall have resulted in, the failure of the Closing to occur prior to such date.

Section 9.02 Effect of Termination

. If Buyer or Seller validly terminates this Agreement under Section 9.01 , then such Party shall promptly give notice to the other Party specifying the provision hereof pursuant to which such termination is made, and this Agreement shall become void and have no effect, except that the agreements contained in and the confidentiality provisions of Section 6.02(c) , Section 6.02(d) , this Article IX , and Article XI shall survive the termination hereof. No termination of this Agreement shall affect the obligations of the Parties pursuant to the Confidentiality Agreement, except to the extent specified therein. Nothing contained in this Section 9.02 shall relieve Buyer or Seller from liability for damages actually incurred as a result of any breach of this Agreement prior to termination, such damages to be calculated in accordance with Section 11.02(d) .

ARTICLE X.

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 10.01 Indemnity .

(a) Indemnification by Seller . Subject to the other provisions in this Article X , from and after Closing, Seller shall indemnify, defend and hold harmless Buyer and Buyer’s Affiliates, directors, officers, employees, partners, members, managers, agents, consultants, representatives and permitted assignees (collectively, the “ Buyer Indemnitees ”) from and against any and all Losses suffered or incurred by such Buyer Indemnitee arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty of Seller contained in Article III or Article IV (other than as provided in Section 2.07(c) , or such a breach or inaccuracy of any representation or warranty of Section 3.07 , which is exclusively addressed in Section 6.11(a) ) or in any certificate delivered by Seller or the Targets pursuant to this Agreement, (ii) any breach of any covenant or agreement of Seller contained in this Agreement (other than such a breach of the covenants or agreements of Seller contained in Section 6.01(a)(xiv) or in Section 6.11 , which is exclusively addressed in Section 6.11(a) ), and (iii) any unaccrued obligations (other than any Employee Transaction Payment) related to any Employee Benefit Plan to the extent related to any period ending on or prior to the Closing Date.

(b) Indemnification by Buyer . Subject to the other provisions in this Article X , from and after Closing, Buyer shall indemnify, defend and hold harmless Seller and Seller’s Affiliates, directors, officers, employees, partners, members, managers, agents, consultants, representatives and permitted assignees (collectively, the “ Seller Indemnitees ”) from and against any and all Losses suffered or incurred by such Seller Indemnitee arising out of or relating to: (i) any breach or inaccuracy of any representation or warranty of Buyer contained in Article V or in any certificate delivered by Buyer pursuant to this Agreement, and (ii) any breach of any covenant or agreement of Buyer contained in this Agreement.

(c) Payments . Any payment made pursuant to this Article X , Section 2.07(c) or Section 6.11(a) shall be treated as an adjustment to the Purchase Price to the extent permitted by Law.

Section 10.02 Survival . Notwithstanding anything in this Agreement to the contrary: except as provided in Section 6.11(a) , the representations and warranties of Buyer and Seller in this Agreement and in any certificate delivered by or on behalf of any Buyer or Seller pursuant to Section 2.04 hereof shall survive for a period of fifteen (15) months following the date of this Agreement, except that (i) the representations and warranties of Seller in Sections 3.01 , 3.02(a) and (b) , 4.01 , 4.02 and 4.07 (together, the “ Seller Fundamental Representations ”) and Buyer in Sections 5.01 and 5.08 (the “ Buyer Fundamental Representations ”) shall survive indefinitely, (ii) the covenants and agreements in this Agreement shall survive for the period provided herein, if any, or until 180 days after they are fully performed and (iii) any indemnity obligations pursuant to Sections 10.01(a)(iii) and 2.07(c) shall survive until ninety (90) days after the expiration of the applicable statute of limitations.

Section 10.03 Limitations of Liability . Notwithstanding anything in this Agreement to the contrary:

(a) none of the Buyer Indemnitees shall be entitled to assert any claim for indemnification under Section 10.01(a)(i) (other than with respect to the Seller Fundamental Representations or pursuant to Section 2.07(c) ), and none of the Seller Indemnitees shall be entitled to assert any right to indemnification under Section 10.01(b)(i) (other than with respect to the Buyer Fundamental Representations), until the aggregate amount of all the Losses actually

suffered by all Buyer Indemnitees or all Seller Indemnitees, respectively, exceeds $1 Million (the “ Basket ”), in which event such Indemnifying Party shall be liable for the full amount of such Losses, without regard to the Basket;

(b) in no event shall the aggregate liability of Seller pursuant to Section 10.01(a)(i) (other than with respect to the Seller Fundamental Representations or pursuant to Section 2.07(c) ), nor the aggregate liability of Buyer pursuant to Section 10.01(b)(i) (other than with respect to the Buyer Fundamental Representations), exceed 12.5% of the Base Purchase Price;

(c) in no event shall the aggregate liability of Seller pursuant to Sections 2.07(c) , 6.11(a) , 10.01(a)(i) , 10.01(a)(ii) , and 10.01(a)(iii) , or the aggregate liability of Buyer pursuant to Section 10.01(b)(i) and 10.01(b)(ii) , exceed the Purchase Price;

(d) for the avoidance of doubt, the limitations set forth in Sections 10.03(a) , 10.03(b) and 10.03(c) shall not apply to Losses arising out of fraud, knowing or intentional breach, or willful misconduct;

(e) the amount of any Loss for which a Buyer Indemnitee claims indemnification shall be reduced by any insurance proceeds actually received with respect to such Loss;

(f) Seller shall not have any liability pursuant to Section 10.01(a)(i) of this Agreement if the facts giving rise to the breach or inaccuracy of Seller’s representation or warranty were fully and fairly disclosed to Buyer on or prior to the execution of this Agreement;

(g) subject to this Article X , from and after the Closing, Buyer, on behalf of itself, each of the Targets and each of its and their Affiliates and Representatives, hereby releases and forever discharges Seller and Seller’s Affiliates and Representatives from and against any Losses, and shall not bring against any Action for officer, director, partner, manager or controlling (or any other) stockholder or member liability or for breach of any fiduciary or other duty or breach of any employment contract (or similar arrangement) relating to any pre-Closing actions or failures to act (including negligence or gross negligence) in connection with the business, ownership or operation of the Targets prior to the Closing; and

(h) notwithstanding the fact that a Buyer Indemnitee or a Seller Indemnitee may have the right to assert claims for indemnification under more than one provision of this Agreement regarding any fact, event, condition or circumstance, no such Person shall be entitled to recover the amount of any Losses suffered by such Person more than once under both this Agreement and the other Transaction Agreements regarding such fact, event, condition or circumstance.

Section 10.04 Third Party Claims .

(a) Notice . In order for a Person (the “ Indemnified Party ”) to be entitled to any indemnification provided for under this Article X in respect of, arising out of or involving a

claim made by any Person against the Indemnified Party (a “ Third Party Claim ”), such Indemnified Party must notify the Party from which indemnification is sought (the “ Indemnifying Party ”) in writing (and in reasonable detail) of the Third Party Claim (the “ Third Party Claim Notice ”) promptly following receipt by such Indemnified Party of notice of the Third Party Claim; provided , that, subject to Sections 10.02 and 10.03 , failure to give such notification shall not affect the indemnification provided hereunder, except (i) to the extent the Indemnifying Party has been materially prejudiced by such failure and (ii) that the Indemnifying Party shall not be liable for any expenses incurred during any period in which the Indemnified Party failed to give such notice. Thereafter, the Indemnified Party shall deliver to the Indemnifying Party, promptly following the Indemnified Party’s receipt thereof, copies of all notices and documents (including court papers) received by the Indemnified Party relating to the Third Party Claim.

(b) Opportunity to Defend . If a Third Party Claim is made against an Indemnified Party, the Indemnifying Party shall be entitled to participate in the defense thereof and, if it so chooses, to assume the defense thereof with counsel selected by the Indemnifying Party if (i) the Indemnifying Party provides written notice to the Indemnified Party within thirty (30) days of its receipt of the Third Party Claim Notice that the Indemnifying Party intends to undertake such defense, (ii) the counsel selected by the Indemnifying Party is not reasonably objected to by the Indemnified Party, (iii) if the Indemnifying Party is a party to the proceeding, the Indemnifying Party has not determined in good faith that joint representation would be inappropriate because of a conflict of interest, and (iv) the Indemnifying Party actively conducts such defense.

(c) Defense by Indemnified Party . In the event that the Indemnifying Party does not provide written notice within thirty days after its receipt of the Third Party Claim Notice, if any condition set forth in clauses (i) through (iii) of Section 10.04(b) is unsatisfied or if the Indemnifying Party does not assume the defense of a Third Party Claim, the Indemnified Party shall have the right to undertake the defense of such Third Party Claim and the Indemnifying Party shall be responsible for all Losses arising therefrom to the extent the Indemnifying Party is responsible for such Third Party Claim pursuant to this Article X ; provided , however , that the Indemnified Party shall not admit to any liability with respect to, or settle, compromise or discharge such Third Party Claim without the prior written consent of the Indemnifying Party, which consent shall not be unreasonably withheld, conditioned or delayed.

(d) Defense by Indemnifying Party . If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall have the right to participate in the defense thereof and to employ counsel not reasonably objected to by the Indemnified Party, at its own expense, separate from the counsel employed by the Indemnifying Party; provided , that, for the avoidance of doubt, the Indemnifying Party shall control such defense. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall cooperate in the defense or prosecution thereof, including by (i) retaining and (upon the Indemnifying Party’s request) providing to the Indemnifying Party records and information of such Indemnified Party or any of its Affiliates that are reasonably relevant to such Third Party Claim and (ii) making senior management and employees of the Targets, the Indemnified Party, and their respective Affiliates and Representatives available to the Indemnifying Party and its Representatives; provided , that neither the Indemnified Party nor any of its Affiliates shall have any obligation to provide any records and information the disclosure of which (1) could reasonably be expected to jeopardize

any privilege available to the Indemnified Party or its Affiliates, (2) would cause the Indemnified Party or its Affiliates to breach any confidentiality obligations, or (3) would reasonably be likely to result in a violation of Law in the reasonable discretion of the Indemnified Party or such Affiliate. If the Indemnifying Party assumes the defense of a Third Party Claim, the Indemnified Party shall agree to any settlement, compromise or discharge of such Third Party Claim (i) that the Indemnifying Party may recommend, (ii) in which the sole relief provided is monetary damages that are paid in full by the Indemnifying Party, and (iii) that releases the Indemnified Party completely in connection with such Third Party Claim.

(e) Exceptions . Notwithstanding anything in this Agreement to the contrary, to the extent any provision of this Section 10.04 contradicts any provisions of Section 6.11 , this Section 10.04 shall not apply and the provisions of Section 6.11 shall govern.

Section 10.05 Other Claims . In the event any Indemnified Party should have a claim against any Indemnifying Party under this Article X that does not involve a Third Party Claim being asserted against or sought to be collected from such Indemnified Party, the Indemnified Party shall deliver notice of such claim, stating the nature of such claim in reasonable detail and indicating the estimated amount, if practicable, with reasonable promptness to the Indemnifying Party. Subject to this Article X , the failure by any Indemnified Party to so notify the Indemnifying Party shall not relieve the Indemnifying Party from any liability that it may have to such Indemnified Party under Article X , except to the extent that the Indemnifying Party has been prejudiced by such failure.

ARTICLE XI.

MISCELLANEOUS

Section 11.01 Fees and Expenses . Other than as otherwise provided in this Agreement, and the agreement of the Parties regarding the payment of the fees of BDO USA, LLP in connection with the financial statements described in Section 3.04 , (i) Buyer shall pay all costs and expenses incurred by Buyer in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby and (ii) to the extent that such items are not deducted from the Purchase Price as Closing Selling Expenses, Seller shall pay all costs and expenses incurred by Seller and the Targets in connection with the negotiation, preparation and execution of this Agreement, the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby.

Section 11.02 Remedies .

(a) Specific Performance . Seller hereby acknowledges and agrees that irreparable damage would occur and that Buyer would not have an adequate remedy at Law if any covenant or agreement of this Agreement was not performed in accordance with its terms or was otherwise breached or threatened to be breached. It is accordingly agreed that Buyer shall be entitled to equitable relief, without the proof of actual damages, including in the form of an injunction or injunctions or orders for specific performance to prevent breaches of this Agreement and to specifically enforce the terms and provisions of this Agreement. Such equitable relief shall be in addition to any other remedy to which Buyer is entitled at Law or in equity as a remedy for such nonperformance, breach or threatened breach. Seller agrees to waive any requirement for the security or posting of any bond in connection with any such equitable remedy.

(b) Except as set forth in Sections 2.07(c), 6.02(c) , 6.02(d) , 6.06 , 6.07 , 6.11 , and 11.02(a) , the indemnity obligations under Article X shall be the sole and exclusive remedy for any breach of any representation, warranty, covenant or agreement (other than for a claim of fraud, willful misconduct or intentional misrepresentation).

(c) NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY (EXCEPT PURSUANT TO SECTION 11.02(d)) , NO PARTY NOR ANY OF ITS AFFILIATES OR REPRESENTATIVES SHALL BE LIABLE TO ANY OTHER PARTY OR ANY OF THEIR RESPECTIVE AFFILIATES OR REPRESENTATIVES FOR SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, OR LOST PROFITS, OR DIMINUTION IN VALUE, OR BASED UPON A MULTIPLE OF PROFITS OR REVENUES, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OTHER LAW OR OTHERWISE AND WHETHER OR NOT ARISING FROM SUCH PARTY’S OR ANY OF ITS AFFILIATES’ OR REPRESENTATIVES SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY OR OTHER FAULT, EXCEPT TO THE EXTENT SET FORTH IN A THIRD PARTY CLAIM.

(d) FOR THE AVOIDANCE OF DOUBT AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN THE EVENT OF A TERMINATION OF THIS AGREEMENT, THE TERMINATING PARTY'S REMEDY FOR DAMAGES SHALL NOT BE LIMITED TO REIMBURSEMENT OF EXPENSES OR ITS OUT OF POCKET EXPENSES BUT SHALL INCLUDE THE FULL BENEFIT OF THE PARTY'S BARGAIN PURSUANT TO THIS AGREEMENT.

Section 11.03 Consent to Amendments ; Waivers . This Agreement may be amended, or any provision of this Agreement may be waived upon the approval, in a writing, executed by Buyer and Seller. No course of dealing between or among the Parties shall be deemed effective to modify, amend or discharge any part of this Agreement or any rights or obligations of any such Party or such holder under or by reason of this Agreement.

Section 11.04 Successors and Assigns . This Agreement and all covenants and agreements contained herein and rights, interests or obligations hereunder, by or on behalf of any of the Parties, shall bind and inure to the benefit of the respective successors and permitted assigns of the Parties whether so expressed or not.

Section 11.05 Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Law, but if any provision of this Agreement or the application of any such provision to any Person or circumstance shall be held to be prohibited by, illegal or unenforceable under Law in any respect by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such prohibition, illegality or unenforceability, without invalidating the remainder of such provision or the remaining provisions of this Agreement.

Section 11.06 Counterparts . This Agreement may be executed in counterparts (including by means of telecopied signature pages or by electronic mail of a non-editable “*.pdf” file), any one of which need not contain the signatures of more than one Party, but all such counterparts taken together shall constitute one and the same agreement.

Section 11.07 Descriptive Headings; Interpretation . The headings and captions used in this Agreement and the table of contents to this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Any capitalized terms used in any Schedule or Exhibit attached hereto and not otherwise defined therein shall have the meanings set forth in this Agreement.

Section 11.08 Entire Agreement . This Agreement and the agreements and documents referred to herein contain the entire agreement and understanding among the Parties with respect to the subject matter hereof and supersede all prior agreements and understandings, whether written or oral, relating to such subject matter in any way.

Section 11.09 No Third Party Beneficiaries . This Agreement is for the sole benefit of the Parties and their successors and permitted assigns and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties and such successors and permitted assigns, any legal or equitable rights hereunder.

Section 11.10 Assignment . No Party to this Agreement may assign, delegate or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the other Parties; provided , however , that, prior to Closing, Buyer may assign this Agreement and any or all rights or obligations hereunder (including, without limitation, Buyer’s right to purchase the Shares and Buyer’s right to seek indemnification hereunder) to any Affiliate or Affiliates of Buyer; provided that in each case Buyer shall continue to be liable for its obligations hereunder and such assignment shall not in any way affect the obligations of 3D Systems pursuant to Article XI . Upon any such permitted assignment, the references in this Agreement to Buyer shall also apply to any such assignee unless the context otherwise requires. Any assignment made in violation of this Section 11.10 shall be null and void.

Section 11.11 Governing Law . All issues and questions concerning the construction, validity, enforcement and interpretation of this Agreement and the Schedules and Exhibits hereto shall be governed by, and construed in accordance with, the Laws of the State of New York without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of New York. In furtherance of the foregoing, the internal Law of the State of New York shall control the interpretation and construction of this Agreement (and all Schedules and Exhibits hereto), even though under that jurisdiction’s choice of law or conflict of law analysis, the substantive Law of some other jurisdiction would ordinarily apply.

Section 11.12 Waiver of Jury Trial . EACH OF THE PARTIES HERETO WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED ON, ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, VERBAL OR WRITTEN STATEMENT OR ACTION OF ANY PARTY HERETO.

Section 11.13 Jurisdiction ; Service of Process . Each of the Parties submits to the exclusive jurisdiction of any state or federal court of competent jurisdiction sitting in New York County, New York, in any action or proceeding arising out of or relating to this Agreement and agrees that all claims in respect of the action or proceeding may be heard and determined in any such court and hereby expressly submits to the personal jurisdiction and venue of such court for the purposes hereof and expressly waives any claim of improper venue and any claim that such courts are an inconvenient forum. Each of the Parties hereby irrevocably consents to the service of process of any of the aforementioned courts in any such suit, action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, (a) in the case of Buyer and 3D Systems to the address for Buyer set forth in ‎ Section 11.14 , and (b) in the case of Parent and Seller, to Corporation Service Company, 1133 Avenue of the Americas, Suite 3100, New York, New York 10036, as its agent for the purpose of accepting service of any process in the United States. Parent and Seller each agrees that such service upon receipt (i) shall be deemed in every respect effective service of process upon it in any such suit, action or proceeding and (ii) shall, to the fullest extent permitted by applicable Law, be taken and held to be valid personal service upon and personal delivery to it.

Section 11.14 Notices . All notices, demands or other communications to be given or delivered under or by reason of the provisions of this Agreement shall be in writing and shall be deemed to have been given when delivered personally to the recipient or when sent by facsimile (with hard copy to follow) or electronic mail, three (3) Business Days after being sent to recipient by U.S. First Class mail (postage prepaid), or one (1) Business Day after being sent to the recipient by reputable overnight courier service (charges prepaid) or by electronic mail. Such notices, demands and other communications shall be sent to Buyer and Seller at the addresses indicated below or to such other address or to the attention of such other Person as the recipient party has specified by prior written notice to the sending party. All notices, demands and other communications hereunder may be given by any other means (including telecopy or electronic mail), but shall not be deemed to have been duly given unless and until it is actually received by the intended recipient.

Seller:

Contex Group A/S

2 Svanerang

Alleroed 3450, Denmark

Attn: Aage Snorgaard

Facsimile No.: +45 48 10 20 31

with a copy to (which shall not constitute notice to Seller):

Latham & Watkins LLP

885 Third Avenue

New York, NY 10022

Attn: M. Adel Aslani-Far

Facsimile No.: (212) 751-4864

Buyer:

C/o 3D Systems Corporation

333 Three D Systems Circle

Rock Hill, South Carolina 29730

Attn: General Counsel

Facsimile No: (803) 326-4796

with a copy to (which shall not constitute notice to Buyer):

Jones Day

1420 Peachtree Street. NE, Suite 800

Atlanta, Georgia 30309

Attn: William B. Rowland

Bryan E. Davis

Facsimile No: (404) 581-8330

Section 11.15 3D Systems Guarantee .

From and after the date hereof, 3D Systems hereby irrevocably guarantees the full and punctual performance by Buyer of all of Buyer’s obligations to be performed by Buyer under this Agreement and the other Transaction Agreements including the obligation of Buyer to consummate the transactions contemplated hereby in accordance with the terms hereof and pay the Purchase Price subject to Article II . 3D Systems agrees that its obligations hereunder shall be unconditional, irrespective of any circumstances which might otherwise constitute a legal or equitable discharge of a surety or a guarantor, and further agrees that it shall not be necessary to institute or exhaust remedies or causes of action against Buyer as a condition of the obligations of 3D Systems hereunder.

Section 11.16 Parent Undertaking .

From and after the Closing Date, Parent hereby undertakes to pay when due all payments owing by Seller to Buyer pursuant to Section 6.11(a) ; provided however, that the maximum aggregate Liability of Parent pursuant to this Section 11.16 shall in no event exceed an amount equal to (a) the amount of the Purchase Price paid by Seller to Parent in the form of a dividend or other distribution plus (b) the net purchase price (after accounting for all purchase price adjustments) received by Parent in any sale of Seller or any assets of Seller after the Closing Date.

[ Signature Page Follows ]

IN WITNESS WHEREOF, the undersigned has executed or caused to be executed on its behalf this Agreement on the date hereof.

CONTEX GROUP A/S

By: /s/ Aage Snorgaard

Name: Aage Snorgaard

Title: CEO Contex Group

By: /s/ Per Frankling

Name: Per Frankling

Title: Board Member

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the undersigned has executed or caused to be executed on its behalf this Agreement on the date hereof.

3D SYSTEMS, INC.

By: /s/ Robert M. Grace, Jr.

Name: Robert M. Grace, Jr.

Title:

Vice President, General Counsel & Secretary

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the undersigned has executed or caused to be executed on its behalf this Agreement (solely for the purposes of Section 6.05 , Section 6.08 and Article XI) on the date hereof.

RATOS AB

By: /s/ Arne Karlsson

Name: Arne Karlsson

Title: CEO

Signature Page to Stock Purchase Agreement

IN WITNESS WHEREOF, the undersigned has executed or caused to be executed on its behalf this Agreement (solely for the purposes of Section 6.05 , Section 6.07 , Section 6.08 and Article XI ) on the date hereof.

3D SYSTEMS CORPORATION

By: /s/ Robert M. Grace, Jr.

Name: Robert M. Grace, Jr.

Title:

Vice President, General Counsel & Secretary

Signature Page to Stock Purchase Agreement

EXECUTION VERSION

3D SYSTEMS CORPORATION

5.50% Senior Convertible Notes due 2016

INDENTURE

Dated as of November 22, 2011

WELLS FARGO BANK, NATIONAL ASSOCIATION

Trustee

TABLE OF CONTENTS

Page


ARTICLE 1 Definitions and Incorporation by Reference		1
	SECTION 1.01. Definitions	1
	SECTION 1.02. Incorporation by Reference of Trust Indenture Act	11
	SECTION 1.03. Rules of Construction	12

ARTICLE 2 The Notes		12
	SECTION 2.01. Designation, Amount and Issuance of Notes	12
	SECTION 2.02. Form of the Notes	12
	SECTION 2.03. Date and Denomination of Notes; Payment at Maturity; Payment of Interest	13
	SECTION 2.04. Execution and Authentication	14
	SECTION 2.05. Registrar and Paying Agent	15
	SECTION 2.06. Paying Agent to Hold Money in Trust	15
	SECTION 2.07. Noteholder Lists	16
	SECTION 2.08. Exchange and Registration of Transfer of Notes; Restrictions on Transfer	16
	SECTION 2.09. Replacement Notes	20
	SECTION 2.10. Outstanding Notes	21
	SECTION 2.11. Temporary Notes	21
	SECTION 2.12. Cancellation	21
	SECTION 2.13. Defaulted Interest	22
	SECTION 2.14. CUSIP and ISIN Numbers	23
	SECTION 2.15. Automatic Exchange from Restricted Global Note to Unrestricted Global Note.	23

ARTICLE 3 Redemption		24
	SECTION 3.01. HSR Redemption.	24
	SECTION 3.02. Redemption Price.	24
	SECTION 3.03. Redemption Notice.	24
	SECTION 3.04. Payment of Notes Called for Redemption.	25

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	SECTION 3.05. Officers’ Certificate to Trustee.	26
	SECTION 3.06. Other Redemption Requirements.	26

ARTICLE 4 Repurchase of Notes		26
	SECTION 4.01. Repurchase at Option of Holders Upon a Fundamental Change	26
	SECTION 4.02. Fundamental Change Company Notice	28
	SECTION 4.03. Effect of Fundamental Change Repurchase Notice; Withdrawal	29
	SECTION 4.04. Deposit of Fundamental Change Repurchase Price	30
	SECTION 4.05. Payment of Notes Tendered for Repurchase.	30
	SECTION 4.06. Notes Repurchased in Part	31
	SECTION 4.07. Covenant to Comply with Securities Laws Upon Repurchase of Notes	31
	SECTION 4.08. Other Repurchase Requirements	31

ARTICLE 5 Covenants		31
	SECTION 5.01. Payment of Notes	31
	SECTION 5.02. Maintenance of Office or Agency	31
	SECTION 5.03. Reports; 144A Information	32
	SECTION 5.04. Existence	33
	SECTION 5.05. Payment of Taxes and Other Claims	33
	SECTION 5.06. Compliance Certificate	33
	SECTION 5.07. Further Instruments and Acts	33
	SECTION 5.08. Additional Interest Notification	33
	SECTION 5.09. Statement by Officer as to Default	34
	SECTION 5.10. Waiver of Stay, Extension or Usury Laws	34

ARTICLE 6 Successor Company		34
	SECTION 6.01. When Company May Merge or Transfer Assets	34
	SECTION 6.02. Successor to Be Substituted	35
	SECTION 6.03. Opinion of Counsel to Be Given Trustee	35
	ARTICLE 7 Defaults and Remedies	35
	SECTION 7.01. Events of Default	35

- ii -

	SECTION 7.02. Acceleration	37
	SECTION 7.03. Additional Interest	38
	SECTION 7.04. Other Remedies	39
	SECTION 7.05. Waiver of Past Defaults	39
	SECTION 7.06. Control by Majority	39
	SECTION 7.07. Limitation on Suits	40
	SECTION 7.08. Rights of Noteholders to Receive Payment	41
	SECTION 7.09. Collection Suit by Trustee	41
	SECTION 7.10. Trustee May File Proofs of Claim	41
	SECTION 7.11. Priorities	41
	SECTION 7.12. Undertaking for Costs	42
	SECTION 7.13. Failure to Comply with Reporting Covenant	42

ARTICLE 8 Trustee		42
	SECTION 8.01. Duties of Trustee	42
	SECTION 8.02. Rights of Trustee	43
	SECTION 8.03. Individual Rights of Trustee	45
	SECTION 8.04. Trustee’s Disclaimer	45
	SECTION 8.05. Notice of Defaults	45
	SECTION 8.06. Reports by Trustee to Noteholders	45
	SECTION 8.07. Compensation and Indemnity	46
	SECTION 8.08. Replacement of Trustee	46
	SECTION 8.09. Successor Trustee by Merger	47
	SECTION 8.10. Eligibility; Disqualification	47
	SECTION 8.11. Preferential Collection of Claims Against Company	48

ARTICLE 9 Discharge of Indenture		48
	SECTION 9.01. Discharge of Liability on Notes	48
	SECTION 9.02. Application of Trust Money	48
	SECTION 9.03. Repayment to Company	48
	SECTION 9.04. Reinstatement	49

- iii -


ARTICLE 10 Amendments		49
	SECTION 10.01. Without Consent of Noteholders	49
	SECTION 10.02. With Consent of Noteholders	50
	SECTION 10.03. Compliance with Trust Indenture Act	51
	SECTION 10.04. Revocation and Effect of Consents and Waivers	51
	SECTION 10.05. Notation on or Exchange of Notes	52
	SECTION 10.06. Trustee to Sign Amendments	52

ARTICLE 11 Conversion of Notes		52
	SECTION 11.01. Right to Convert Prior to the HSR Redemption Notice Deadline	52
	SECTION 11.02. Right to Convert On or After the HSR Redemption Notice Deadline	54
	SECTION 11.03. Conversion Procedures	54
	SECTION 11.04. Settlement Upon Conversion	55
	SECTION 11.05. Adjustment of Conversion Rate	58
	SECTION 11.06. Effect of Reclassification, Consolidation, Merger or Sale	66
	SECTION 11.07. Notice to Holders Prior to Certain Actions	67
	SECTION 11.08. Shareholder Rights Plans	68
	SECTION 11.09. Adjustment to Conversion Rate Upon a Non-Stock Change of Control and Certain Notices of Redemption.	68
	SECTION 11.10. Responsibility of Trustee	69

ARTICLE 12 Miscellaneous		70
	SECTION 12.01. Trust Indenture Act Controls	70
	SECTION 12.02. Notices	70
	SECTION 12.03. Communication by Noteholders with Other Noteholders	71
	SECTION 12.04. Certificate and Opinion as to Conditions Precedent	71
	SECTION 12.05. Statements Required in Certificate or Opinion	71
	SECTION 12.06. When Notes Disregarded	71
	SECTION 12.07. Rules by Trustee, Paying Agent and Registrar	72
	SECTION 12.08. Business Day	72
	SECTION 12.09. GOVERNING LAW, WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND SERVICE	72

- iv -

	SECTION 12.10. No Recourse Against Others	73
	SECTION 12.11. Successors	73
	SECTION 12.12. Multiple Originals	73
	SECTION 12.13. Table of Contents; Headings	73
	SECTION 12.14. Severability Clause	73
	SECTION 12.15. Calculations	73
	SECTION 12.16. U.S.A. Patriot Act	74

Exhibit A - Form of Note

- v -

INDENTURE dated as of November 22, 2011 between 3D SYSTEMS CORPORATION, a Delaware corporation, as issuer (the “ Company ”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association organized under the laws of the United States, as trustee (the “ Trustee ”).

WHEREAS, the Company has duly authorized the creation of an issue of its 5.50% Senior Convertible Notes due 2016 (the “ Notes ”), having the terms, tenor, amount and other provisions hereinafter set forth, and, to provide therefor, the Company has duly authorized the execution and delivery of this Indenture; and

WHEREAS, all things necessary to make the Notes, when the Notes are duly executed by the Company and authenticated and delivered hereunder and duly issued by the Company, the valid obligations of the Company, and to make this Indenture a valid and binding agreement of the Company, in accordance with their and its terms, have been done and performed, and the execution of this Indenture and the issue hereunder of the Notes have in all respects been duly authorized.

NOW, THEREFORE, THIS INDENTURE WITNESSETH:

For and in consideration of the premises and the purchase of the Notes by the holders thereof, it is mutually covenanted and agreed, for the equal and proportionate benefit of all holders of the Notes, as follows:

ARTICLE 1

Definitions and Incorporation by Reference

SECTION 1.01. Definitions . The terms defined in this Section 1.01 (except as herein otherwise expressly provided or unless the context otherwise requires) for all purposes of this Indenture and of any indenture supplemental hereto shall have the respective meanings specified in this Section 1.01. All other terms used in this Indenture that are defined in the Trust Indenture Act or which are by reference therein defined in the Securities Act (except as herein otherwise expressly provided or unless the context otherwise requires) shall have the respective meanings assigned to such terms in the Trust Indenture Act and in the Securities Act as in force at the date of the execution of this Indenture. The words “herein”, “hereof”, “hereunder” and words of similar import refer to this Indenture as a whole and not to any particular Article, Section or other Subdivision. The terms defined in this Article include the plural as well as the singular.

“Additional Interest” means all amounts, if any, payable pursuant to Section 7.03.

“Additional Shares” has the meaning specified in Section 11.09(a).

“Adjustment Event” has the meaning specified in Section 11.05(k).

“Affiliate” of any specified Person means any other Person, directly or indirectly, controlling or controlled by or under direct or indirect common control with such specified Person. For the purposes of this definition, “control” when used with respect to any Person

means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

“Agent Members” has the meaning specified in Section 2.08(b)(vi).

“Averaging Period” has the meaning specified in Section 11.05(e).

“Automatic Exchange” has the meaning specified in Section 2.15.

“Automatic Exchange Notice” has the meaning specified in Section 2.15.

“Bankruptcy Law” means Title 11, United States Code, or any similar federal or state law for the relief of debtors.

“Bid Solicitation Agent” means the financial institution appointed by the Company to solicit bids for the Trading Price of the Notes in accordance with Section 11.01(5). The Bid Solicitation Agent appointed by the Company shall initially be the Trustee.

“Board of Directors” means the Board of Directors of the Company or, other than in the case of the definition of “Continuing Directors,” any committee thereof duly authorized to act on behalf of such Board.

“Business Day” has the meaning specified in Section 12.08.

“Capital Stock” of any Person means any and all shares, interests, rights to purchase, warrants, options, participations or other equivalents of or interests in (however designated) equity of such Person, including any Preferred Stock, but excluding any debt securities convertible into such equity.

“Closing Sale Price” of Common Stock on any date means:

(i) the closing sale price per share (or if no closing sale price is reported, the average of the closing bid and closing ask prices or, if more than one in either case, the average of the average closing bid and the average closing ask prices) on such date as reported in composite transactions for the principal U.S. securities exchange on which Common Stock is traded; or

(ii) if Common Stock is not listed on a U.S. national or regional securities exchange, the last quoted bid price for Common Stock on that date in the over-the-counter market as reported by Pink OTC Markets Inc. or a similar organization; or

(iii) if Common Stock is not so quoted by Pink OTC Markets Inc. or a similar organization, as determined by a nationally recognized securities dealer retained by the Company for that purpose.

The Closing Sale Price will be determined without reference to extended or after hours trading.

“Common Equity” of any Person means Capital Stock of such Person that is generally entitled to (i) vote in the election of directors of such Person or (ii) if such Person is not a corporation, vote or otherwise participate in the selection of the governing body, partners, managers or others that will control the management or policies of such Person.

“Common Stock” means the Common Stock, par value $0.001 per share, of the Company, or such other capital stock into which the Company’s Common Stock is reclassified or changed.

“Company” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor and, for purposes of any provision contained herein and required by the Trust Indenture Act, each other obligor on the indenture securities.

“Continuing Director” means, as of any date of determination, any member of the Board of Directors who (i) was a member of the Board of Directors on the date of this Indenture; or (ii) was nominated for election or elected to the Board of Directors with the approval of a majority of the Continuing Directors who were members of the Board of Directors at the time of such new director’s nomination or election.

“Conversion Agent” means the agency appointed by the Company to which Notes may be presented for conversion. The Conversion Agent appointed by the Company shall initially be the Trustee.

“Conversion Date” means the date that a Holder satisfies the requirements set forth in Section 11.03(a) or 11.03(b), as applicable.

“Conversion Notice” has the meaning specified in Section 11.03(a).

“Conversion Obligation” means the Pre-HSR Deadline Conversion Obligation and the Post-HSR Deadline Conversion Obligation.

“Conversion Period” means the 25 consecutive Trading Day period:

(1) with respect to Conversion Notices received during the period beginning on, and including, the 30 th Scheduled Trading Day immediately preceding the Maturity Date and ending on, and including, the Scheduled Trading Day immediately preceding the Maturity Date, beginning on the 27 th Scheduled Trading Day immediately preceding the Maturity Date; and

(2) in all other cases, beginning on, and including, the third Trading Day following the Company’s receipt of a Holder’s Conversion Notice.

“Conversion Price” on any date of determination means $1,000 divided by the Conversion Rate as of such date.

“Conversion Rate” has the meaning specified in Section 11.01.

“Conversion Settlement Amount” has the meaning specified in Section 11.04(a).

“Corporate Trust Office” means the office of the Trustee at which any particular time its corporate trust business shall be principally administered, which office at the date hereof is located at 7000 Central Parkway, Suite 550, Atlanta, Georgia 30328, Attention: Corporate Trust Services, or such other address as the Trustee may designate from time to time by notice to the Holders and the Company.

“Custodian” means any receiver, trustee, assignee, liquidator, custodian or similar official under any Bankruptcy Law.

“Daily Conversion Value” means, for any Trading Day in the applicable Conversion Period, 1/25 th of:

(1) the Conversion Rate in effect on that Trading Day, multiplied by

(2) the VWAP of the Common Stock (or the unit of consideration into which one share of Common Stock has been converted in connection with a Non-Stock Change of Control) on that Trading Day.

“Daily Settlement Amount,” means, for each $1,000 principal amount of Notes, for each of the 25 consecutive Trading Days in the relevant Conversion Period:

(1) cash equal to the lesser of (A) the dollar amount per $1,000 principal amount of Notes to be received upon conversion as specified in the notice specifying the Company’s chosen settlement method (the “ Specified Dollar Amount ”), if any, divided by 25 (such quotient the “ Daily Measurement Value ”) and (B) the Daily Conversion Value; and

(2) to the extent the Daily Conversion Value exceeds the Daily Measurement Value, a number of shares of Common Stock (the “ Daily Share Amount ”) equal to, (A) the difference between the Daily Conversion Value and the Daily Measurement Value, divided by (B) the VWAP of Common Stock on such Trading Day.

“declaration date” and “date of declaration” shall mean, with respect to a distribution by the Company to all or substantially all of its holders of Common Stock, the date on which the distribution has been authorized by the Board of Directors under applicable law.

“Default” means any event which is, or after notice or passage of time or both would be, an Event of Default.

“Defaulted Interest” has the meaning specified in Section 2.13.

“Depositary” means the clearing agency registered under the Exchange Act that is designated to act as the Depositary for the Global Notes. DTC shall be the initial Depositary, until a successor shall have been appointed and become such pursuant to the applicable provisions of this Indenture, and thereafter, “Depositary” shall mean or include such successor.

“Determination Date” has the meaning specified in Section 11.05(k).

“DTC” means The Depository Trust Company.

“Effective Date” means the Non-Stock Change of Control Effective Date (with respect to a Non-Stock Change of Control) and the Redemption Notice Effective Date (with respect to a redemption of the Notes pursuant to Article 3 hereof), as applicable.

“Event of Default” has the meaning specified in Section 7.01.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Ex-Dividend Date” means, in respect of a dividend or distribution to holders of Common Stock, the first date upon which shares of Common Stock trade on the applicable exchange or applicable market, regular way, without the right to receive the relevant issuance, dividend or distribution.

“Expiration Date” has the meaning specified in Section 11.05(e).

“Fair Market Value” means the amount that a willing buyer would pay to a willing seller in an arms’ length transaction, as determined by the Board of Directors.

“Fundamental Change” shall be deemed to have occurred at such time after the original issuance of the Notes that any of the following occurs:

(1) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any “person” becomes the “beneficial owner” (as these terms are defined in Rule 13d-3 and Rule 13d-5 under the Exchange Act except that a person will be deemed to have beneficial ownership of all shares that any such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of 50% or more of the Company’s Capital Stock that is at the time entitled to vote by the holder thereof in the election of the Board of Directors (or comparable body);

(2) the first day on which a majority of the members of the Board of Directors are not Continuing Directors;

(3) the adoption of a plan relating to the liquidation or dissolution of the Company;

(4) the consolidation or merger of the Company with or into any other “person” (as this term is used in Section 13(d)(3) of the Exchange Act), other than:

(a) any transaction that does not result in any reclassification, conversion, exchange or cancellation of outstanding shares of the Company’s Capital Stock; or

(b) any merger primarily for the purpose of changing the Company’s jurisdiction of incorporation and resulting in a reclassification, conversion or exchange of outstanding shares of Common Stock solely into shares of Common

Stock of the surviving entity, provided such shares are or will immediately be listed for trading on the NYSE, the NASDAQ Global Market, the NASDAQ Global Select Market or another U.S. national securities exchange;

(5) the sale, lease, transfer, conveyance or other disposition, in one or a series of related transactions, of all or substantially all of the Company’s assets and those of its subsidiaries taken as a whole to any “person” or “group”) (as those terms are used in Sections 13(d) and 14(d) of the Exchange Act), including any group acting for the purpose of acquiring, holding, voting or disposing of securities within the meaning of Rule 13d-5(b)(1) under the Exchange Act; or

(6) the termination of trading of Common Stock, which will be deemed to have occurred if Common Stock or other common stock upon which the Conversion Settlement Amount upon conversion will be based is neither listed for trading on the NYSE, the NASDAQ Global Market, the NASDAQ Global Select Market or another U.S. national securities exchange.

However, a Fundamental Change will be deemed not to have occurred if at least 90% of the consideration paid for Common Stock (other than cash payments for fractional shares and cash payments made in respect of dissenters’ appraisal rights) in the transaction or transactions which otherwise would constitute a Fundamental Change under clauses (1), (3), (4) or (5) above consists of shares of common stock, depositary receipts or other certificates representing Common Equity interests traded or to be traded immediately following such transaction on the NYSE, the NASDAQ Global Market, the NASDAQ Global Select Market (or any of their respective successors) or another U.S. national securities exchange and, as a result of the transaction or transactions, the Conversion Settlement Amount upon conversion of the Notes becomes based on such common stock, depositary receipts or other certificates representing Common Equity interests (and any rights attached thereto) and other applicable consideration.

“Fundamental Change Company Notice” has the meaning specified in Section 4.02.

“Fundamental Change Repurchase Date” has the meaning specified in Section 4.01(a).

“Fundamental Change Repurchase Notice” has the meaning specified in Section 4.01(c).

“Fundamental Change Repurchase Price” has the meaning specified in Section 4.01(a).

“Global Notes” has the meaning specified in Section 2.02.

“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

“HSR Redemption Notice Deadline” means 5:00 p.m., New York City time on August 15, 2012.

“Indenture” means this Indenture as amended or supplemented from time to time.

“interest” means, when used with reference to the Notes, any interest payable under the terms of the Notes, including Defaulted Interest, if any, Additional Interest, if any, and Reporting Additional Interest, if any.

“Interest Payment Date” has the meaning specified in Section 2.03(c).

“Irrevocable Settlement Election” has the meaning specified in Section 11.04(f).

“Issue Date” means the date of initial issuance of Notes pursuant to this Indenture.

“Market Disruption Event” means (i) a failure by the primary United States national or regional securities exchange or market on which shares of Common Stock (or other relevant securities) are listed or admitted to trading to open for trading during its regular trading session or (ii) the occurrence or existence prior to 1:00 p.m., New York City time, on any Scheduled Trading Day for shares of Common Stock (or other relevant securities) for more than one half-hour period in the aggregate during regular trading hours of any suspension or limitation imposed on trading (by reason of movements in price exceeding limits permitted by the relevant stock exchange or otherwise) in shares of Common Stock (or other relevant securities) or in any options contracts or future contracts relating to shares of Common Stock (or other relevant securities).

“Maturity Date” means December 15, 2016.

“Minimum Cash Amount” has the meaning specified in Section 11.04(f).

“Non-Stock Change of Control” means a transaction described under clause (1), clause (3), clause (4) or clause (5) of the definition of Fundamental Change pursuant to which less than 90% of the consideration for Common Stock (other than cash payments for fractional shares, if applicable, and cash payments made in respect of dissenters’ appraisal rights) in such transaction consists of shares of common stock, depositary receipts or other certificates representing Common Equity interests traded or scheduled to be traded immediately following such transaction on the NYSE, the NASDAQ Global Market, the NASDAQ Global Select Market or another U.S. national securities exchange.

“Non-Stock Change of Control Effective Date” means the Business Day following the date on which a Non-Stock Change of Control becomes effective.

“Non-Stock Change of Control Stock Price” means the price paid per share for Common Stock in a Non-Stock Change of Control.

“Noteholder” or “Holder” means the Person in whose name a Note is registered on the Registrar’s books.

“Notes” means any Notes issued, authenticated and delivered under this Indenture, including any Global Notes.

“NYSE” means the New York Stock Exchange.

“Officer” means the Chief Executive Officer, Chairman of the Board, the President, any Vice-President, the Treasurer, the Secretary, any Assistant Treasurer or any Assistant Secretary of the Company.

“Officers’ Certificate” means a certificate signed by two Officers. One of the officers executing an Officers’ Certificate in accordance with Section 5.06 shall be the chief executive officer, chief financial officer or chief accounting officer of the Company.

“Opinion of Counsel” means a written opinion from legal counsel who is acceptable to the Trustee. The counsel may be an employee of or counsel to the Company or the Trustee.

“Paying Agent” has the meaning specified in Section 2.05.

“Person” means any individual, corporation, partnership, limited liability company, joint venture, association, joint-stock company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other entity.

“Placement Agents” means Barclays Capital Inc., Canaccord Genuity Inc. and Needham & Company, LLC.

“Post-HSR Deadline Conversion Obligation” has the meaning specified in Section 11.02.

“Pre-HSR Deadline Conversion Obligation” has the meaning specified in Section 11.01.

“Preferred Stock”, as applied to the Capital Stock of any Person, means Capital Stock of any class or classes (however designated) that is preferred as to the payment of dividends, or as to the distribution of assets upon any voluntary or involuntary liquidation or dissolution of such Person, over shares of Capital Stock of any other class of such Person.

“Private Placement Memorandum” means the Private Placement Memorandum prepared by the Company and dated November 21, 2011 in relation to the sale of the Notes.

“protected purchaser” has the meaning specified in Section 2.09.

“Redemption Date” means the date fixed for redemption of Notes by the Company, provided that such date shall be a Business Day and shall not occur after the Maturity Date.

“Redemption Notice” has the meaning specified in Section 3.03.

“Redemption Notice Effective Date” means the date the Company delivers a Redemption Notice.

“Redemption Settlement Value” has the meaning specified in Section 3.02(a).

“Redemption Stock Price” means the average of the Closing Sale Prices of the Common Stock over the five Trading Days prior to but not including the Trading Day on which a Redemption Notice is delivered.

“Reference Property” has the meaning specified in Section 11.06(b).

“Register” has the meaning specified in Section 2.05.

“Registrar” has the meaning specified in Section 2.05.

“Regular Record Date” means, with respect to any Interest Payment Date of the Notes, the June 1 and December 1 preceding the applicable June 15 and December 15 Interest Payment Date, respectively.

“Reorganization Event” has the meaning specified in Section 11.06(b).

“Reporting Additional Interest” has the meaning specified in Section 7.13.

“Resale Restriction Termination Date” has the meaning specified in Section 2.08(d).

“Responsible Officer” shall mean, when used with respect to the Trustee, any officer within the corporate trust department of the Trustee with direct responsibility for the administration of this Indenture and also means, with respect to a particular corporate trust matter, any other officer to whom such matter is referred because of such person’s knowledge of or familiarity with the particular subject.

“Restricted Global Note” has the meaning specified in Section 2.15.

“Restricted Securities” has the meaning specified in Section 2.08(c).

“Rule 144A” means Rule 144A as promulgated under the Securities Act as it may be amended from time to time hereafter.

“Schedule TO” means a Tender Offer Statement under Section 14(d)(1) or 13(e)(1) of the Exchange Act.

“Scheduled Trading Day” means any day on which the principal U.S. national securities exchange or market on which Common Stock is listed or admitted for trading is scheduled to be open for trading.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“Significant Subsidiary” means any Subsidiary of the Company that would be a “Significant Subsidiary” of the Company within the meaning of Rule 1-02(w) under Regulation S-X promulgated by the SEC.

“Special Interest Payment Date” has the meaning specified in Section 2.13(a).

“Special Record Date” has the meaning specified in Section 2.13(a).

“Spin-Off” has the meaning specified in Section 11.05(c).

“Stock Price” means the Non-Stock Change of Control Stock Price (with respect to a Non-Stock Change of Control) and the Redemption Stock Price (with respect to a redemption of the Notes pursuant to Article 3 hereof), as applicable.

“Stock Price Measurement Period” has the meaning specified in Section 11.01(1).

“Subsidiary” of any specified person means any corporation at which at least a majority of the outstanding stock having by the terms thereof ordinary voting power for the election of directors of such corporation (irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time directly or indirectly owned by such person, or by one or more other Subsidiaries, or by such person and one or more other Subsidiaries.

“Successor Company” has the meaning specified in Section 6.01(a).

“Trading day” means a day during which (1) trading in Common Stock generally occurs, (2) there is no Market Disruption Event and (3) a Closing Sale Price for the Common Stock is provided on the principal U.S. national or regional securities exchange on which the Common Stock is then listed or, if the Common Stock is not listed on a U.S. national or regional securities exchange, on the principal other market on which the Common Stock is then traded.

“Trading Price” per $1,000 principal amount of Notes on any date of determination shall be the average of the secondary market bid quotations obtained by the Bid Solicitation Agent for $5,000,000 aggregate principal amount of Notes at approximately 3:30 p.m., New York City time, on such determination date from two independent nationally recognized securities dealers selected by the Company; provided that, if only one such bid can reasonably be obtained, then that one bid will be used. If the Bid Solicitation Agent cannot reasonably obtain at least one bid for $5,000,000 aggregate principal amount of Notes from an independent nationally recognized securities dealer, or, in the Company’s reasonable judgment, the bid quotations are not indicative of the secondary market value of the Notes, then the Trading Price per $1,000 principal amount of Notes will be deemed to be less than 98% of the product of the Closing Sale Price of Common Stock for such day and the applicable Conversion Rate, as calculated by the Company.

“Trading Price Measurement Period” has the meaning specified in Section 11.01(5).

“Transaction” means the acquisition of Z Corporation and Vidar Systems Corporation as described in the Private Placement Memorandum.

“Trust Indenture Act” means the Trust Indenture Act of 1939 (15 U.S.C. §§ 77aaa-77bbbb), as amended, as in effect on the date of this Indenture.

“Trustee” means the party named as such in this Indenture until a successor replaces it and, thereafter, means the successor.

“Uniform Commercial Code” means the New York Uniform Commercial Code as in effect from time to time.

“Unrestricted Global Note” has the meaning specified in Section 2.15.

“Valuation Period” has the meaning specified in Section 11.05(c).

“VWAP” of Common Stock on any Trading Day means such per share volume-weighted average price as is displayed on Bloomberg (or any successor service) page DDD<EQUITY>AQR in respect of the period from 9:30 a.m. to 4:00 p.m., New York City time, on such Trading Day; or, if such price is not available, the VWAP means the market value per share of Common Stock on such Trading Day as determined by a nationally recognized independent investment banking firm retained for this purpose by the Company. The VWAP shall be determined without regard to after-hours trading or any other trading outside of the regular trading session trading hours.

“Wholly Owned Subsidiary” means a Subsidiary of the Company, all the Capital Stock of which (other than directors’ qualifying shares) is owned by the Company or another Wholly Owned Subsidiary.

SECTION 1.02. Incorporation by Reference of Trust Indenture Act . This Indenture is subject to the mandatory provisions of the Trust Indenture Act, which are incorporated by reference in and made a part of this Indenture. The following Trust Indenture Act terms have the following meanings:

“Commission” means the SEC.

“indenture securities” means the Notes.

“indenture security holder” means a Noteholder.

“indenture trustee” or “institutional trustee” means the Trustee.

“obligor” on the indenture securities means the Company and any other obligor on the indenture securities.

All other Trust Indenture Act terms used in this Indenture that are defined by the Trust Indenture Act, defined by the Trust Indenture Act by reference to another statute or defined by SEC rule have the meanings assigned to them by such definitions.

SECTION 1.03. Rules of Construction . Unless the context otherwise requires:

(1) a term has the meaning assigned to it;

(2) “or” is not exclusive;

(3) “including” means including without limitation;

(4) words in the singular include the plural and words in the plural include the singular; and

(5) references to “principal” include premium, as applicable.

ARTICLE 2

The Notes

SECTION 2.01. Designation, Amount and Issuance of Notes . The Notes shall be designated as “5.50% Senior Convertible Notes due 2016.” The Notes initially will be issued in an aggregate principal amount not to exceed $152,000,000. Upon the execution of this Indenture, or from time to time thereafter, Notes may be executed by the Company and delivered to the Trustee for authentication.

SECTION 2.02. Form of the Notes . The Notes and the Trustee’s certificate of authentication to be borne by such Notes shall be substantially in the form set forth in Exhibit A hereto. The terms and provisions contained in the form of Notes attached as Exhibit A hereto shall constitute, and are hereby expressly made, a part of this Indenture and, to the extent applicable, the Company and the Trustee, by their execution and delivery of this Indenture, expressly agree to such terms and provisions and to be bound thereby.

Any of the Notes may have such letters, numbers or other marks of identification and such notations, legends, endorsements or changes as the officers executing the same may approve (execution thereof to be conclusive evidence of such approval) and as are not inconsistent with the provisions of this Indenture, or as may be required by the custodian for the Global Notes or the Depositary or as may be required to comply with any applicable law or with any rule or regulation made pursuant thereto or with any rule or regulation of any securities exchange or automated quotation system on which the Notes may be listed, or to conform to usage, or to indicate any special limitations or restrictions to which any particular Notes are subject.

So long as the Notes are eligible for book-entry settlement with the Depositary, or unless otherwise required by law, or otherwise contemplated by Section 2.08(b), all of the Notes will be represented by one or more Notes in global form registered in the name of the Depositary or the nominee of the Depositary (the “ Global Notes ”). The transfer and exchange of beneficial interests in any such Global Notes shall be effected through the Depositary in accordance with this Indenture and the applicable procedures of the Depositary. Except as provided in Section 2.08(b), beneficial owners of a Global Note shall not be entitled to have certificates registered in

their names, will not receive or be entitled to receive physical delivery of certificates in definitive form and will not be considered holders of such Global Note.

Any Global Notes shall represent such of the outstanding Notes as shall be specified therein and shall provide that it shall represent the aggregate amount of outstanding Notes from time to time endorsed thereon and that the aggregate amount of outstanding Notes represented thereby may from time to time be increased or reduced to reflect repurchases, conversions, transfers or exchanges permitted hereby. Any endorsement of a Global Note to reflect the amount of any increase or decrease in the amount of outstanding Notes represented thereby shall be made by the Trustee or the custodian for the Global Note, at the direction of the Trustee, in such manner and upon instructions given by the holder of such Notes in accordance with this Indenture. Payment of principal of, interest on and premium, if any, on any Global Notes shall be made to the Depositary in immediately available funds.

SECTION 2.03. Date and Denomination of Notes; Payment at Maturity; Payment of Interest .

(a) Date and Denomination . The Notes shall be issuable in registered form without coupons in denominations of $1,000 principal amount and integral multiples thereof. Each Note shall be dated the date of its authentication and shall bear interest from the date specified on the face of the form of Notes attached as Exhibit A hereto.

(b) Payment at Maturity . The Notes shall mature on December 15, 2016, unless earlier converted, redeemed or repurchased in accordance with the provisions hereof. On the Maturity Date, each Holder shall be entitled to receive on such date $1,000 in cash for each $1,000 principal amount of Notes, together with accrued and unpaid interest to, but not including, the Maturity Date. With respect to Global Notes, principal and interest will be paid on the Maturity Date to the Depositary in immediately available funds. With respect to any certificated Notes, principal and interest will be payable on the Maturity Date at the Company’s office or agency, which initially will be the office or agency of the Trustee in Atlanta, Georgia. If the Maturity Date is not a Business Day, payment shall be made on the next succeeding Business Day, and no additional interest shall accrue thereon.

(c) Payment of Interest . Interest on the Notes will accrue at the rate of 5.50% per annum, from November 22, 2011 until the principal thereof is paid or made available for payment. Interest shall be payable on June 15 and December 15 of each year (each, an “ Interest Payment Date ”), commencing June 15, 2012, to the Person in whose name any Note is registered on the Register at 5:00 p.m., New York City time, on any Regular Record Date with respect to the applicable Interest Payment Date, except that the interest payable on the Maturity Date will be paid to the Person to whom the principal amount is paid. Notwithstanding the foregoing, any Notes or portion thereof surrendered for cash conversion after 5:00 p.m., New York City time on the Regular Record Date for an Interest Payment Date but prior to the applicable Interest Payment Date shall be accompanied by payment from the Holder, whether or not such Holder was the Holder of record on the relevant date, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made:

(i) with respect to conversions after 5:00 p.m., New York City time, on December 1, 2016;

(ii) with respect to conversions during such period commencing on the date the Company has given notice of a Fundamental Change pursuant to Section 10.01(5) to, and including, the Business Day immediately preceding the corresponding Fundamental Change Repurchase Date;

(iii) with respect to conversions made in connection with a redemption by the Company pursuant to Article 3 if the Company has specified a Redemption Date that is after the applicable Regular Record Date and on or prior to the applicable Interest Payment Date; or

(iv) with respect to any overdue interest, if overdue interest exists at the time of conversion with respect to such Notes.

Interest on the Notes will be computed on the basis of a 360 day year comprised of twelve 30 day months.

The Company shall pay interest on:

(i) any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee;

(ii) any Notes in certificated form having a principal amount of less than $5,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Register, provided , however , that, at maturity, interest will be payable as described in Section 2.03(b); and

(iii) any Notes in certificated form having a principal amount of $5,000,000 or more, by wire transfer in immediately available funds at the written direction of the holder of such Notes duly delivered to the Trustee at least five Business Days prior to the relevant Interest Payment Date, provided , however , that, at maturity, interest will be payable as described in Section 2.03(b).

If an Interest Payment Date is not a Business Day, payment shall instead be made on the next succeeding Business Day, and no additional interest shall accrue thereon.

SECTION 2.04. Execution and Authentication . One Officer shall sign the Notes for the Company by manual or facsimile signature. If an Officer whose signature is on a Note no longer holds that office at the time the Trustee authenticates the Note, the Note shall be valid nevertheless.

A Note shall not be valid until an authorized signatory of the Trustee manually authenticates the Note. Upon the written order of the Company signed by an Officer, the Trustee shall authenticate a Note executed by the Company. The signature of the Trustee on the Note shall be conclusive evidence that the Note has been duly and validly authenticated under this Indenture. A Note shall be dated the date of its authentication.

The Trustee may appoint an authenticating agent reasonably acceptable to the Company to authenticate the Notes. Any such appointment shall be evidenced by an instrument signed by a Responsible Officer, a copy of which shall be furnished to the Company. Unless limited by the terms of such appointment, an authenticating agent may authenticate Notes whenever the Trustee may do so. Each reference in this Indenture to authentication by the Trustee includes authentication by such agent. An authenticating agent has the same rights as any Registrar, Paying Agent or agent for service of notices and demands.

SECTION 2.05. Registrar and Paying Agent . The Company shall maintain an office or agency where Notes may be presented for registration of transfer or for exchange (the “ Registrar ”) and an office or agency where Notes may be presented for payment (the “ Paying Agent ”). The Corporate Trust Office shall be considered as one such office or agency of the Company for each of the aforesaid purposes. The Registrar shall keep a register of the Notes (the “ Register ”) and of their transfer and exchange. The Company may have one or more co-registrars and one or more additional paying agents. The term “Paying Agent” includes any additional paying agent, and the term “Registrar” includes any co-registrars. The Company initially appoints the Trustee as (i) Registrar and Paying Agent in connection with the Notes, (ii) the custodian with respect to the Global Notes, (iii) Conversion Agent and (iv) Bid Solicitation Agent.

The Company shall enter into an appropriate agency agreement with any Registrar or Paying Agent not a party to this Indenture, which shall incorporate the terms of the Trust Indenture Act. The agreement shall implement the provisions of this Indenture that relate to such agent. The Company shall notify the Trustee of the name and address of any such agent. If the Company fails to maintain a Registrar or Paying Agent, the Trustee shall act as such and shall be entitled to appropriate compensation therefor pursuant to Section 8.07. The Company or any of its domestically organized Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

The Company may remove any Registrar or Paying Agent upon written notice to such Registrar or Paying Agent and to the Trustee; provided , however , that no such removal shall become effective until (1) acceptance of an appointment by a successor as evidenced by an appropriate agreement entered into by the Company and such successor Registrar or Paying Agent, as the case may be, and delivered to the Trustee or (2) written notification to the Trustee that the Trustee shall serve as Registrar or Paying Agent until the appointment of a successor in accordance with clause (1) above. The Registrar or Paying Agent may resign at any time upon written notice; provided , however , that the Trustee may resign as Paying Agent or Registrar only if the Trustee also resigns as Trustee in accordance with Section 8.08.

SECTION 2.06. Paying Agent to Hold Money in Trust . Prior to each due date of the principal and interest on any Note, the Company shall deposit with the Paying Agent (or if the Company or a Subsidiary of the Company is acting as Paying Agent, segregate and hold in trust for the benefit of the Persons entitled thereto) a sum sufficient to pay such principal and interest when so becoming due. The Company shall require each Paying Agent (other than the Trustee) to agree in writing that the Paying Agent shall hold in trust for the benefit of Noteholders or the Trustee all money held by the Paying Agent for the payment of principal of or interest on the Notes and shall notify the Trustee of any default by the Company in making any

such payment. If the Company or a Subsidiary of the Company acts as Paying Agent, it shall segregate the money held by it as Paying Agent and hold it as a separate trust fund. The Company at any time may require a Paying Agent to pay all money held by it to the Trustee and to account for any funds disbursed by the Paying Agent. Upon complying with this Section, the Paying Agent shall have no further liability for the money delivered to the Trustee.

SECTION 2.07. Noteholder Lists . The Trustee shall preserve in as current a form as is reasonably practicable the most recent list available to it of the names and addresses of Noteholders and shall otherwise comply with Section 312(a) of the Trust Indenture Act. If the Trustee is not the Registrar, or to the extent otherwise required under the Trust Indenture Act, the Company shall furnish, or cause the Registrar to furnish, to the Trustee, in writing at least five Business Days before each Interest Payment Date and at such other times as the Trustee may request in writing, a list in such form and as of such date as the Trustee may reasonably require of the names and addresses of Noteholders and the Company shall otherwise comply with Section 312(a) of the Trust Indenture Act.

SECTION 2.08. Exchange and Registration of Transfer of Notes; Restrictions on Transfer .

(a) The Company shall cause to be kept at the Corporate Trust Office the Register in which, subject to such reasonable regulations as it may prescribe, the Company shall provide for the registration of Notes and of transfers of Notes. The Register shall be in written form or in any form capable of being converted into written form within a reasonably prompt period of time.

Upon surrender for registration of transfer of any Notes to the Registrar or any co-registrar, and satisfaction of the requirements for such transfer set forth in this Section 2.08, the Company shall execute, and, upon the written order of the Company signed by an Officer, the Trustee shall authenticate and deliver, in the name of the designated transferee or transferees, one or more new Notes of any authorized denominations and of a like aggregate principal amount and bearing such restrictive legends as may be required by this Indenture.

Notes may be exchanged for other Notes of any authorized denominations and of a like aggregate principal amount, upon surrender of the Notes to be exchanged at any such office or agency maintained by the Company pursuant to Section 5.02. Whenever any Notes are so surrendered for exchange, the Company shall execute, and, upon the written order of the Company signed by an Officer, the Trustee shall authenticate and deliver, the Notes that the holder making the exchange is entitled to receive bearing registration numbers not contemporaneously outstanding.

All Notes issued upon any registration of transfer or exchange of Notes shall be the valid obligations of the Company, evidencing the same debt, and entitled to the same benefits under this Indenture, as the Notes surrendered upon such registration of transfer or exchange.

All Notes presented or surrendered for registration of transfer or for exchange, repurchase, redemption or conversion shall (if so required by the Company or the Registrar) be duly endorsed, or be accompanied by a written instrument or instruments of transfer in form

satisfactory to the Company, and the Notes shall be duly executed by the holder thereof or his attorney duly authorized in writing.

No service charge shall be made to any holder for any registration of, transfer or exchange of Notes, but the Company or the Trustee may require payment by the holder of a sum sufficient to cover any tax, assessment or other governmental charge that may be imposed in connection with any registration of transfer or exchange of Notes.

Neither the Company nor the Trustee nor any Registrar shall be required to exchange, issue or register a transfer of (a) any Note or portions thereof surrendered for conversion pursuant to Article 11, (b) any Note or portions thereof tendered for repurchase (and not withdrawn) pursuant to Article 4.

(b) The following provisions shall apply only to Global Notes:

(i) Each Global Note authenticated under this Indenture shall be registered in the name of the Depositary or a nominee thereof and delivered to such Depositary or a nominee thereof or custodian for the Global Notes therefor, and each such Global Note shall constitute a single Note for all purposes of this Indenture.

(ii) Notwithstanding any other provision in this Indenture, no Global Note may be exchanged in whole or in part for Notes registered, and no transfer of a Global Note in whole or in part may be registered, in the name of any Person other than the Depositary or a nominee thereof unless the Depositary (A) has notified the Company, the Registrar and a successor Depositary has not been appointed by the Company within 60 calendar days, that it is unwilling or unable to continue as Depositary for such Global Note or (B) has ceased to be a clearing agency registered under the Exchange Act, and a successor Depositary has not been appointed by the Company within 60 calendar days. Any Global Note exchanged pursuant to this Section 2.08(b)(ii) shall be so exchanged in whole and not in part.

(iii) In addition, certificated Notes will be issued in exchange for beneficial interests in a Global Note upon request by or on behalf of the Depositary in accordance with customary procedures following the request of a beneficial owner seeking to enforce its rights under the Notes or this Indenture following the occurrence of an Event of Default, which Event of Default is continuing.

(iv) Notes issued in exchange for a Global Note or any portion thereof pursuant to clause (ii) or (iii) above shall be issued in definitive, fully registered form, without interest coupons, shall have an aggregate principal amount equal to that of such Global Notes or portion thereof to be so exchanged, shall be registered in such names and be in such authorized denominations as the Depositary shall designate and shall bear any legends required hereunder. Any Global Notes to be exchanged shall be surrendered by the Depositary to the

Trustee, as Registrar, provided that pending completion of the exchange of a Global Note, the Trustee acting as custodian for the Global Notes for the Depositary or its nominee with respect to such Global Notes, shall reduce the principal amount thereof, by an amount equal to the portion thereof to be so exchanged, by means of an appropriate adjustment made on the records of the Trustee. Upon any such surrender or adjustment and the receipt of a written order of the Company signed by an Officer, the Trustee shall authenticate and make available for delivery the Notes issuable on such exchange to or upon the written order of the Depositary or an authorized representative thereof.

(v) In the event of the occurrence of any of the events specified in clause (ii) above or upon any request described in clause (iii) above, the Company will promptly make available to the Trustee a sufficient supply of certificated Notes in definitive, fully registered form, without interest coupons.

(vi) Neither any members of, or participants in, the Depositary (the “ Agent Members ”) nor any other Persons on whose behalf Agent Members may act shall have any rights under this Indenture with respect to any Global Notes registered in the name of the Depositary or any nominee thereof, and the Depositary or such nominee, as the case may be, may be treated by the Company, the Trustee and any agent of the Company or the Trustee as the absolute owner and holder of such Global Notes for all purposes whatsoever. Notwithstanding the foregoing, nothing herein shall prevent the Company, the Trustee or any agent of the Company or the Trustee from giving effect to any written certification, proxy or other authorization furnished by the Depositary or such nominee, as the case may be, or impair, as between the Depositary, its Agent Members and any other Person on whose behalf an Agent Member may act, the operation of customary practices of such Persons governing the exercise of the rights of a holder of any Notes.

(vii) At such time as all interests in a Global Note have been repurchased, redeemed, converted, cancelled or exchanged for Notes in certificated form, such Global Note shall, upon receipt thereof, be canceled by the Trustee in accordance with standing procedures and instructions existing between the Depositary and the custodian for the Global Note. At any time prior to such cancellation, if any interest in a Global Note is repurchased, converted, cancelled or exchanged for Notes in certificated form, the principal amount of such Global Note shall, in accordance with the standing procedures and instructions existing between the Depositary and the custodian for the Global Note, be appropriately reduced, and an endorsement shall be made on such Global Note, by the Trustee or the custodian for the Global Note, at the direction of the Trustee, to reflect such reduction.

(c) Every Note (and all securities issued in exchange therefor or in substitution thereof) that bears or is required under this Section 2.08(c) to bear the Restricted Note Legend set forth in Exhibit A (the “ Restricted Securities ”) shall be subject to the restrictions on transfer set forth in this Section 2.08(c) (including those set forth in the Restricted Note Legend in

Exhibit A) unless such restrictions on transfer shall be waived by written consent of the Company following receipt of legal advice supporting the permissibility of the waiver of such transfer restrictions, and the holder of each such Restricted Security, by such Holder’s acceptance thereof, agrees to be bound by all such restrictions on transfer. As used in this Section 2.08(c), the term “transfer” means any sale, pledge, loan, transfer or other disposition whatsoever of any Restricted Security or any interest therein.

(d) Until the date (the “ Resale Restriction Termination Date ”) that is (1) the date that is one year after the last date of the original issuance of the Notes and (2) such later date, if any, as may be required by applicable laws, any certificate evidencing a Restricted Security shall bear a legend in substantially the form set forth in Exhibit A, as the Restricted Note Legend, unless such Restricted Security has been sold pursuant to a registration statement that has been declared effective under the Securities Act (and which continues to be effective at the time of such transfer) or sold pursuant to Rule 144 under the Securities Act or any similar provision then in force, or unless otherwise agreed by the Company in writing as set forth above, with written notice thereof to the Trustee.

(e) In connection with any transfer of the Notes prior to the Resale Restriction Termination Date, the holder must complete and deliver the form of assignment set forth on the certificate representing the Note, with the appropriate box checked, to the Trustee (or any successor Trustee, as applicable).

Any Notes that are Restricted Securities and as to which such restrictions on transfer shall have expired in accordance with their terms or as to conditions for removal of the Restricted Note Legend set forth therein have been satisfied may, upon surrender of such Notes for exchange to the Registrar in accordance with the provisions of this Section 2.08, be exchanged for a new Note or Notes, of like tenor and aggregate principal amount, which shall not bear the restrictive legend required by Section 2.08(c). If such Restricted Security surrendered for exchange is represented by a Global Note bearing the Restricted Note Legend, the principal amount of the legended Global Notes shall be reduced by the appropriate principal amount and the principal amount of a Global Note without a Restricted Note Legend shall be increased by an equal principal amount. If a Global Note without the Restricted Note Legend is not then outstanding, the Company shall execute and the Trustee shall authenticate and deliver an unlegended Global Note to the Depositary. The Company shall notify the Trustee in writing upon the occurrence of the Resale Restriction Termination Date and, if applicable, promptly after a registration statement with respect to the Notes has been declared effective under the Securities Act.

(f) Any Notes purchased by the Company may, at its option, be surrendered to the Trustee for cancellation, but may not be reissued or resold by the Company. Any Notes surrendered by the Company to the Trustee for cancellation may not be reissued or resold and will be promptly cancelled.

The Trustee shall have no responsibility, liability or obligation to any Agent Members or any other Person with respect to the accuracy of the books or records, or the acts or omissions, of the Depositary or its nominee or of any participant or member thereof, with respect to any ownership interest in the Notes or with respect to the delivery to any Agent Member or

other Person (other than the Depositary) of any notice or the payment of any amount, under or with respect to such Notes. All notices and communications to be given to the Holders of Notes and all payments to be made to Holders of Notes under the Notes shall be given or made only to or upon the order of the registered Holders of Notes (which shall be the Depositary or its nominee in the case of a Global Note). The rights of beneficial owners in any Global Notes shall be exercised only through the Depositary subject to the customary procedures of the Depositary. The Trustee may rely and shall be fully protected in conclusively relying upon information furnished by the Depositary with respect to its Agent Members.

(g) The Trustee shall have no obligation or duty to monitor, determine or inquire as to compliance with any restrictions on transfer imposed under this Indenture or under applicable law with respect to any transfer of any interest in any Notes (including any transfers between or among Agent Members) other than to require delivery of such certificates and other documentation or evidence as are expressly required by, and to do so if and when expressly required by, the terms of this Indenture, and to examine the same to determine substantial compliance as to form with the express requirements hereof.

(h) Each Holder agrees to indemnify the Company and the Trustee against any liability that may result from the transfer, exchange or assignment of such Holder’s Notes in violation of any provision of this Indenture and/or applicable United States Federal or state securities law.

SECTION 2.09. Replacement Notes . If a mutilated Note is surrendered to the Registrar or if the Noteholder of a Note claims that the Note has been lost, destroyed or wrongfully taken, the Company shall issue and, upon receipt of a written order of the Company signed by an Officer, the Trustee shall authenticate a replacement Note if the requirements of Section 8-405 of the Uniform Commercial Code are met, such that the Noteholder (i) satisfies the Company or the Trustee within a reasonable time after he has notice of such loss, destruction or wrongful taking and the Registrar does not register a transfer prior to receiving such notification, (ii) makes such request to the Company or the Trustee prior to the Note being acquired by a protected purchaser as defined in Section 8-303 of the Uniform Commercial Code (a “ protected purchaser ”) and (iii) satisfies any other reasonable requirements of the Trustee. Such Noteholder shall furnish an indemnity bond sufficient in the judgment of the Trustee to protect the Company, the Trustee, the Paying Agent and the Registrar from any loss, expense, claim or liability that any of them may suffer if a Note is replaced and subsequently presented or claimed for payment. The Company and the Trustee may charge the Noteholder for their expenses in replacing a Note. In the case of any Note which has matured or is about to mature or has been properly tendered for repurchase on a Fundamental Change Repurchase Date (and not withdrawn), or is to be converted, shall become mutilated or be destroyed, lost or stolen, the Company may, instead of issuing a substitute Note, pay or authorize the payment of cash (without surrender thereof except in the case of a mutilated Notes) if the applicant for such cash payment shall furnish to the Company, to the Trustee and, if applicable, to such authenticating agent such security or indemnity as may be required by them to save each of them harmless for any loss, liability, cost or expense caused by or in connection with such substitution, and, in every case of destruction, loss or theft, the applicant shall also furnish to the Company, the Trustee and, if applicable, any Paying Agent or Conversion Agent evidence to their satisfaction of the destruction, loss or theft of such Notes and of the ownership thereof.

Every replacement Note is an additional obligation of the Company.

The provisions of this Section 2.09 are exclusive and shall preclude (to the extent lawful) all other rights and remedies with respect to the replacement or payment of mutilated, lost, destroyed or wrongfully taken Notes.

SECTION 2.10. Outstanding Notes . Notes outstanding at any time are all Notes authenticated by the Trustee except for those canceled by it, those paid pursuant to Section 2.09 hereof, those delivered to it for cancellation and those described in this Section as not outstanding. Other than as provided in Section 12.06, a Note does not cease to be outstanding because the Company or an Affiliate of the Company holds the Note.

If a Note is replaced pursuant to Section 2.09, it ceases to be outstanding unless the Trustee and the Company receive proof satisfactory to them that the replaced Note is held by a protected purchaser.

If the Paying Agent holds in trust, in accordance with this Indenture, on a Fundamental Change Repurchase Date, Maturity Date or Redemption Date money sufficient to pay all principal, premium (if any) and interest payable on that date with respect to the Notes (or portions thereof) to be repurchased or redeemed or maturing, as the case may be, and the Paying Agent is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture, then on and after that date such Notes (or portions thereof) cease to be outstanding and interest on them ceases to accrue.

SECTION 2.11. Temporary Notes . Pending the preparation of Notes in certificated form, the Company may execute and the Trustee or an authenticating agent appointed by the Trustee shall, upon the written request of the Company, authenticate and deliver temporary Notes (printed or lithographed). Temporary Notes shall be issuable in any authorized denomination, and substantially in the form of the Notes in certificated form, but with such omissions, insertions and variations as may be appropriate for temporary Notes, all as may be determined by the Company. Every such temporary Notes shall be executed by the Company and authenticated by the Trustee or such authenticating agent upon the same conditions and in substantially the same manner, and with the same effect, as the Notes in certificated form. Without unreasonable delay, the Company will execute and deliver to the Trustee or such authenticating agent Notes in certificated form and thereupon any or all temporary Notes may be surrendered in exchange therefor, at each office or agency maintained by the Company pursuant to Section 5.02 and the Trustee or such authenticating agent shall authenticate and make available for delivery in exchange for such temporary Notes an equal aggregate principal amount of Notes in certificated form. Such exchange shall be made by the Company at its own expense and without any charge therefor. Until so exchanged, the temporary Notes shall in all respects be entitled to the same benefits and subject to the same limitations under this Indenture as Notes in certificated form authenticated and delivered hereunder.

SECTION 2.12. Cancellation . The Company at any time may deliver Notes to the Trustee for cancellation. The Registrar and the Paying Agent shall forward to the Trustee any Notes surrendered to them for registration of transfer, exchange or payment. The Trustee and no one else shall cancel all Notes surrendered for registration of transfer, exchange, payment

or cancellation and dispose of such canceled Notes in accordance with its customary procedures or deliver canceled Notes to the Company upon written request of the Company. The Company may not issue new Notes to replace Notes it has paid or delivered to the Trustee for cancellation. The Trustee shall not authenticate Notes in place of canceled Notes other than pursuant to the terms of this Indenture.

SECTION 2.13. Defaulted Interest . Any interest on any Note which is payable, but is not paid when the same becomes due and payable shall forthwith cease to be payable to the Holder on the Regular Record Date, and such defaulted interest and interest (to the extent lawful) on such defaulted interest at the annual rate borne by the Notes plus 1% (such defaulted interest and interest thereon herein collectively called “ Defaulted Interest ”) shall be paid by the Company at its election, in each case, as provided in clause (a) or (b) below:

(a) The Company may elect to make payment of any Defaulted Interest to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at 5:00 p.m., New York City time, on a Special Record Date (as defined below) for the payment of such Defaulted Interest, which shall be fixed in the following manner. The Company shall notify the Trustee in writing of the amount of Defaulted Interest proposed to be paid on each Note, upon which the Trustee may conclusively rely, and the date (not less than thirty calendar days after such notice) of the proposed payment (the “ Special Interest Payment Date ”), and at the same time the Company shall deposit with the Trustee an amount of money equal to the aggregate amount proposed to be paid in respect of such Defaulted Interest or shall make arrangements satisfactory to the Trustee for such deposit prior to the date of the proposed payment, such money when deposited to be held in trust for the benefit of the Persons entitled to such Defaulted Interest as in this clause provided. Thereupon the Trustee shall fix a record date (the “ Special Record Date ”) for the payment of such Defaulted Interest which shall be not more than fifteen calendar days and not less than ten calendar days prior to the Special Interest Payment Date. The Trustee shall promptly notify the Company of such Special Record Date, and in the name and at the expense of the Company, shall promptly cause notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor to be given to each Noteholder, not less than ten calendar days prior to such Special Record Date. Notice of the proposed payment of such Defaulted Interest and the Special Record Date and Special Interest Payment Date therefor having been so given, such Defaulted Interest shall be paid on the Special Interest Payment Date to the Persons in whose names the Notes (or their respective predecessor Notes) are registered at 5:00 p.m., New York City time, on such Special Record Date and shall no longer be payable pursuant to the following clause (b).

(b) The Company may make payment of any Defaulted Interest in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, if, after notice given by the Company to the Trustee of the proposed payment pursuant to this clause, such manner of payment shall be deemed practicable by the Trustee.

(c) Subject to the foregoing provisions of this Section 2.13, each Note delivered under this Indenture upon registration of, transfer of or in exchange for or in lieu of any other Note shall carry the rights to interest accrued and unpaid, and to accrue, which were carried by such other Note.

SECTION 2.14. CUSIP and ISIN Numbers . The Company in issuing the Notes may use “CUSIP” and “ISIN” numbers (if then generally in use) and, if so, the Trustee shall use “CUSIP” and “ISIN” numbers in notices of redemption or repurchase as a convenience to Noteholders; provided , however , that any such notice may state that no representation is made as to the correctness of such numbers either as printed on the Notes or as contained in any notice of a redemption or repurchase and that reliance may be placed only on the other identification numbers printed on the Notes, and any such redemption or repurchase shall not be affected by any defect in or omission of such numbers. The Company shall promptly notify the Trustee in writing of any changes to the CUSIP and ISIN numbers.

SECTION 2.15. Automatic Exchange from Restricted Global Note to Unrestricted Global Note. Beneficial interests in a Global Note that is subject to restrictions set out in Section 2.08(c) (the “ Restricted Global Note ”) shall be automatically exchanged into beneficial interests in an unrestricted Global Note that is no longer subject to the restrictions set out in Section 2.08(c) (including removal of the legend set forth in Exhibit A) (the “ Unrestricted Global Note ”) without any action required by or on behalf of the Holder (the “ Automatic Exchange ”). In order to effect such exchange, the Company shall at least 15 days but not more than 30 days prior to the Resale Restriction Termination Date, deliver a notice of Automatic Exchange (an “ Automatic Exchange Notice ”) to each Holder at such Holder’s address appearing in the Note Register with a copy to the Trustee. The Automatic Exchange Notice shall identify the Notes subject to the Automatic Exchange and shall state: (1) the date of the Automatic Exchange; (2) the section of this Indenture pursuant to which the Automatic Exchange shall occur; (3) the “CUSIP” number of the Restricted Global Note from which such Holders’ beneficial interests shall be transferred and (4) the “CUSIP” number of the Unrestricted Global Note into which such Holders’ beneficial interests shall be transferred. At the Company’s request on no less than five days’ prior notice, the Trustee shall deliver in the Company’s name and at its expense, the Automatic Exchange Notice to each Holder at such Holder’s address appearing in the Note Register; provided , however , that the Company shall have delivered to the Trustee a written order of the Company and an Officers’ Certificate requesting that the Trustee give the Automatic Exchange Notice (in the name and at the expense of the Company) and setting forth the information to be stated in the Automatic Exchange Notice as provided in the preceding sentence. As a condition to any such exchange pursuant to this Section 2.15, the Trustee shall be entitled to receive from the Company, and rely conclusively without any liability upon, an Officers’ Certificate and an Opinion of Counsel to the Company, in form and in substance reasonably satisfactory to the Trustee to the effect that such transfer of beneficial interests to the Unrestricted Global Note shall be effected in compliance with the Securities Act. Upon such exchange of beneficial interests pursuant to this Section 2.15, the Registrar shall reflect on its books and records the date of such transfer and a decrease and increase, respectively, in the principal amount of the applicable Restricted Global Note(s) and the Unrestricted Global Note, respectively, equal to the principal amount of beneficial interests transferred. If an Unrestricted Global Note is not then outstanding at the time of the Automatic Exchange, the Company shall execute and the Trustee shall, upon receipt of a written order of the Company signed by an Officer, authenticate and deliver an Unrestricted Global Note to the Depositary. Following any such transfer pursuant to this Section 2.15, the relevant Restricted Global Note shall be cancelled.

ARTICLE 3

Redemption

SECTION 3.01. HSR Redemption . All, but not less than all, of the Notes shall be redeemable at the Company’s option in accordance with this Article 3 if, by July 15, 2012, the applicable waiting period under the HSR Act with respect to the Transaction shall not have expired or been terminated; provided , that the Company has provided written notice of such redemption to the Trustee on or prior to the HSR Redemption Notice Deadline. The Notes will not be convertible in accordance with Article 11 following the delivery of a Redemption Notice stating that the Notes are being redeemed pursuant to this Section 3.01.

SECTION 3.02. Redemption Price . The Redemption Price (as determined by the Company) for any Notes redeemed pursuant to Section 3.01 shall be an amount equal to (x) 102% of the aggregate principal amount of the Notes to be redeemed, payable in cash, plus (y) the Redemption Settlement Value payable in cash, shares of Common Stock or a combination thereof at the Company’s election , plus (z) accrued and unpaid interest, payable in cash, to, but excluding, the Redemption Date, unless the Redemption Date falls after a Regular Record Date but on or prior to the immediately succeeding Interest Payment Date, in which case the Company shall instead pay the full amount of accrued and unpaid interest to the Holder at 5:00 p.m., New York City time , on such Regular Record Date and the Redemption Price for any Notes redeemed pursuant to Section 3.01 will be only (A) 102% of the principal amount of Notes to be redeemed, plus (B) the Redemption Settlement Value. The “ Redemption Settlement Value ,” for each $1,000 principal amount of Notes for any Notes redeemed pursuant to Section 3.01 will be an amount equal to the amount by which the dollar value of the Conversion Settlement Amount exceeds $1,000, if any. For purposes of calculating the Redemption Settlement Value, upon delivery of a Redemption Notice, the Company shall increase the Conversion Rate by a number of Additional Shares as set forth in Section 11.09(a). If the entire Redemption Settlement Value is to be paid in Common Stock, the Company will deliver to the Holders a number of whole shares of Common Stock equal to the Redemption Settlement Value (plus cash in lieu of fractional shares of Common Stock, if applicable) calculated in a manner consistent with Section 11.04(g)(i). If the Redemption Settlement Value is to be paid with a combination of cash and Common Stock, we will deliver to the holder an amount of cash and a number of whole shares of Common Stock equal to the Redemption Settlement Value calculated in a manner consistent with Section 11.04(g)(iii). The Company shall treat all Holders in the same manner with respect to payment of the Redemption Settlement Value.

SECTION 3.03. Redemption Notice .

(a) Notice of redemption for a redemption pursuant to Section 3.01 (a “ Redemption Notice ”) shall be given by first-class mail, postage prepaid, to each Holder of Notes to be redeemed, at the address of such Holder as it appears in the Register.

(b) The Redemption Notice for any Notes to be redeemed shall state:

(i) the Redemption Date;

(ii) the Redemption Price or, if the Redemption Price cannot be calculated prior to the time the Redemption Notice is required to be sent, a statement of how the Redemption Price will be calculated;

(iii) that on the Redemption Date, the Redemption Price will become due and payable upon each Note or portion thereof, and that interest thereon, if any, shall cease to accrue on and after said date;

(iv) the place or places where such Notes are to be surrendered for payment of the Redemption Price;

(v) the CUSIP number for the Notes redeemed; provided that such notice may state that no representation is made as to the correctness or accuracy of the CUSIP number, if any, listed in such notice or printed on the Notes; and

(vi) if applicable, whether the Redemption Settlement Value will be paid in cash, shares of Common Stock or a combination thereof.

(c) At the Company’s written request, the Trustee shall give the Redemption Notice in the Company’s name and at the Company’s expense; provided that the Company make such request at least three Business Days prior to the date by which such Redemption Notice is to be given to the Holders of the Notes (it being understood that the Company will prepare such notice).

(d) A Redemption Notice shall be irrevocable.

(e) A Redemption Notice, if mailed in the manner herein provided, shall be conclusively presumed to have been duly given, whether or not the Holder receives such notice.

SECTION 3.04. Payment of Notes Called for Redemption .

(a) If any Redemption Notice has been given in respect of any Notes in accordance with Section 3.03, such Notes shall become due and payable on the Redemption Date at the place or places stated in the Redemption Notice and at the applicable Redemption Price. On presentation and surrender of such Notes at the place or places stated in the Redemption Notice, such Notes shall be paid and redeemed by the Company at the applicable Redemption Price.

(b) On or prior to 11:00 a.m., New York City time, on the Redemption Date, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, set aside, segregate and hold in trust) an amount of money sufficient to pay the applicable Redemption Price for all the Notes that are to be redeemed. Subject to receipt of funds by the Paying Agent, payment for the Notes to be redeemed shall be made promptly after the later of:

(i) the Redemption Date for such Notes; and

(ii) the time of presentation of such Notes to the Trustee (or other Paying Agent appointed by the Company) by the Holder thereof in the manner required by this Section 3.04.

The Paying Agent shall, promptly after such payment and upon written demand by the Company, return to the Company any funds in excess of the Redemption Price.

(c) Subject to a Holder’s right to receive interest on the related Interest Payment Date where the Redemption Date falls between a Regular Record Date and the Interest Payment Date to which it relates as set forth in Section 3.02, if the Paying Agent holds money sufficient to pay the applicable Redemption Price for all the Notes that are to be redeemed as of the Business Day immediately following the Redemption Date, then on and after the Redemption Date:

(i) such Notes shall cease to be outstanding as of the Redemption Date and interest, if any, will cease to accrue, whether or not book-entry transfer of the Notes is made or whether or not the Notes are delivered to the Paying Agent;

(ii) all other rights of the Holder will terminate as of the Redemption Date, other than the right to receive the Redemption Price and previously accrued and unpaid interest, if any, upon delivery or transfer of the Notes; and

(iii) the Holder will be deemed to be a holder of record of any shares of Common Stock issuable in connection with such redemption as of the date of delivery or transfer of the Notes by such Holder.

(d) Amounts due upon redemption in respect of Notes presented for redemption shall be paid by the Company to such Holder, or such Holder’s nominee or nominees.

SECTION 3.05. Officers’ Certificate to Trustee . In connection with any redemption of Notes effected pursuant to Section 3.01, the Company shall deliver to the Trustee an Officers’ Certificate dated as of the Redemption Date to the effect that all conditions precedent to the redemption of such Notes have been satisfied.

SECTION 3.06. Other Redemption Requirements . No Notes may be redeemed pursuant to Section 3.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Redemption Date.

ARTICLE 4

Repurchase of Notes

SECTION 4.01. Repurchase at Option of Holders Upon a Fundamental Change

(a) If there shall occur a Fundamental Change at any time prior to the Maturity Date, then each Noteholder shall have the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes, or any portion thereof that is a multiple of $1,000

principal amount, for which such Holder has properly delivered and not withdrawn a Fundamental Change Repurchase Notice on a date (the “ Fundamental Change Repurchase Date ”) specified by the Company that is not less than twenty calendar days nor more than thirty-five calendar days after the date of the Fundamental Change Company Notice related to such Fundamental Change at a cash repurchase price (the “ Fundamental Change Repurchase Price ”) equal to 100% of the principal amount of the Notes being repurchased, plus accrued and unpaid interest (including any Additional Interest) to, but excluding, the Fundamental Change Repurchase Date, subject to the satisfaction by the Holder of the requirements set forth in Section 4.01(c); provided that if such Fundamental Change Repurchase Date falls after a Regular Record Date and on or prior to the corresponding Interest Payment Date, then the interest payable on such Interest Payment Date shall be paid on such Fundamental Change Repurchase Date to the Holders of record of the Notes on the applicable Regular Record Date instead of the Holders surrendering the Notes for repurchase on such date.

(b) On or before the fifth calendar day after the occurrence of a Fundamental Change, the Company shall mail or cause to be mailed to all Holders of record of the Notes on the date of the Fundamental Change at their addresses shown in the Register (and to beneficial owners of the Notes to the extent required by applicable law) a Fundamental Change Company Notice as set forth in Section 4.02 with respect to such Fundamental Change. The Company shall also deliver a copy of the Fundamental Change Company Notice to the Trustee and the Paying Agent at such time as it is mailed to Holders of Notes. Simultaneously with the mailing of such Fundamental Change Company Notice, the Company shall disseminate a press release containing the relevant information and make such information available on the Company’s website or through another public medium as the Company may use at such time.

No failure of the Company to give the foregoing notices and press release and no defect therein shall limit the repurchase rights of Holders of Notes or affect the validity of the proceedings for the repurchase of the Notes pursuant to this Section 4.01.

(c) For Notes to be repurchased at the option of the Holder, the Holder must deliver to the Paying Agent, at any time prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date, a written notice of the Holder’s exercise of its repurchase right (the “ Fundamental Change Repurchase Notice ”). The Fundamental Change Repurchase Notice must state the following:

(A) the certificate number of the Notes which the holder will deliver to be repurchased (if the Notes are certificated) or appropriate Depositary information in accordance with appropriate Depositary procedures (if the Notes are represented by a Global Note);

(B) the portion of the principal amount of the Notes which the holder will deliver to be repurchased, which portion must be in principal amounts of $1,000 or an integral multiple of $1,000; and

(C) that such Notes shall be repurchased by the Company pursuant to the terms and conditions specified in the Notes and in this Indenture.

The Fundamental Change Repurchase Notice must be accompanied by such Notes duly endorsed for transfer (if the Notes are certificated) or book-entry transfer of such Notes (if such Notes are represented by a Global Note). The delivery of such Notes to the Paying Agent with, or at any time after delivery of, the Fundamental Change Repurchase Notice (together with all necessary endorsements) at the office of the Paying Agent shall be a condition to the receipt by the Holder of the Fundamental Change Repurchase Price therefor; provided , however , that such Fundamental Change Repurchase Price shall be so paid pursuant to this Section 4.01 only if the Notes so delivered to the Paying Agent shall conform in all respects to the description thereof in the Fundamental Change Repurchase Notice. All questions as to the validity, eligibility (including time of receipt) and acceptance of any Notes for repurchase shall be determined by the Company, whose determination shall be final and binding absent manifest error.

(d) The Company shall repurchase from the Holder thereof, pursuant to this Section 4.01, a portion of a Note, if the principal amount of such portion is $1,000 or a whole multiple of $1,000. Provisions of this Indenture that apply to the repurchase of all of a Note also apply to the repurchase of such portion of such Note.

(e) The Paying Agent shall promptly notify the Company of the receipt by it of any Fundamental Change Repurchase Notice or written notice of withdrawal thereof.

Any repurchase by the Company contemplated pursuant to the provisions of this Section 4.01 shall be consummated by the delivery of the consideration to be received by the Holder promptly following the later of the Fundamental Change Repurchase Date and the time of the book-entry transfer or delivery of the Notes.

SECTION 4.02. Fundamental Change Company Notice . In connection with any repurchase of Notes due to a Fundamental Change, the Company shall, on or before the fifth calendar day after the occurrence of such Fundamental Change, give notice to Holders (with a copy to the Trustee and the Paying Agent) setting forth information specified in this Section 4.02 (the “ Fundamental Change Company Notice ”).

Each Fundamental Change Company Notice shall:

(1) state the Fundamental Change Repurchase Price and the Fundamental Change Repurchase Date to which the Fundamental Change Company Notice relates;

(2) state the circumstances constituting the Fundamental Change;

(3) state that the Fundamental Change Repurchase Price will be paid in cash;

(4) state that Holders must exercise their right to elect repurchase prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date;

(5) include a form of Fundamental Change Repurchase Notice;

(6) state the name and address of the Paying Agent and the Conversion Agent;

(7) state that Notes must be surrendered to the Paying Agent to collect the Fundamental Change Repurchase Price;

(8) state that a Holder may withdraw its Fundamental Change Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date by delivering a valid written notice of withdrawal in accordance with Section 4.03;

(9) state the Notes are then convertible, the then applicable Conversion Rate, and the expected changes in the Conversion Rate resulting from such Fundamental Change transaction;

(10) state that Notes as to which a Fundamental Change Repurchase Notice has been given may be converted only if the Fundamental Change Repurchase Notice is withdrawn in accordance with the terms of this Indenture;

(11) state the amount of interest accrued and unpaid per $1,000 principal amount of Notes to, but excluding, the Fundamental Change Repurchase Date; and

(12) state the CUSIP number of the Notes.

A Fundamental Change Company Notice may be given by the Company or, at the Company’s written request, the Trustee shall give such Fundamental Change Company Notice in the Company’s name and at the Company’s expense; provided , that the text of the Fundamental Change Company Notice shall be prepared by the Company.

SECTION 4.03. Effect of Fundamental Change Repurchase Notice; Withdrawal . Upon receipt by the Paying Agent of the Fundamental Change Repurchase Notice specified in Section 4.01, the holder of the Notes in respect of which such Fundamental Change Repurchase Notice was given shall (unless such Fundamental Change Repurchase Notice is validly withdrawn in accordance with the following paragraph) thereafter be entitled to receive solely the Fundamental Change Repurchase Price with respect to such Notes. Such Fundamental Change Repurchase Price shall be paid to such Holder, subject to receipt of funds and/or the Notes by the Paying Agent, promptly following the later of (x) the Fundamental Change Repurchase Date with respect to such Notes (provided the Holder has satisfied the conditions in Section 4.01) and (y) the time of book-entry transfer or delivery of such Notes to the Paying Agent by the Holder thereof in the manner required by Section 4.01. The Notes in respect of which a Fundamental Change Repurchase Notice has been given by the Holder thereof may not be converted pursuant to Article 11 hereof on or after the date of the delivery of such Fundamental Change Repurchase Notice unless such Fundamental Change Repurchase Notice has first been validly withdrawn.

A Fundamental Change Repurchase Notice may be withdrawn by means of a written notice of withdrawal delivered to the office of the Paying Agent in accordance with the Fundamental Change Repurchase Notice at any time prior to 5:00 p.m., New York City time, on the Fundamental Change Repurchase Date specifying:

(a) the certificate number of the Notes in respect of which such notice of withdrawal is being submitted (if the Notes are certificated), or the appropriate Depositary information in accordance with appropriate Depositary procedures (if the Notes in respect of which such notice of withdrawal is being submitted is represented by a Global Note);

(b) the principal amount of the Notes with respect to which such notice of withdrawal is being submitted; and

(c) the principal amount, if any, of such Notes which remains subject to the original Fundamental Change Repurchase Notice and which has been or will be delivered for repurchase by the Company.

If a Fundamental Change Repurchase Notice is properly withdrawn, the Company shall not be obligated to repurchase the Notes listed in such Fundamental Change Repurchase Notice.

SECTION 4.04. Deposit of Fundamental Change Repurchase Price . On or prior to the Business Day immediately prior to the Fundamental Change Repurchase Date, the Company shall deposit with the Paying Agent (or, if the Company is acting as its own Paying Agent, shall set aside, segregate and hold in trust as provided in Section 2.06) an amount of cash in immediately available funds sufficient to repurchase on the Fundamental Change Repurchase Date all the Notes (or portions thereof) tendered for repurchase at the aggregate Fundamental Change Repurchase Price together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date. If any Notes tendered for repurchase are converted in accordance with Article 11 prior to such Fundamental Change Repurchase Date, any money deposited with the Paying Agent or so segregated and held in trust for the repurchase of such Notes shall be paid to the Company or, if then held by the Company, shall be discharged from such trust.

SECTION 4.05. Payment of Notes Tendered for Repurchase. If on the Business Day immediately prior to the Fundamental Change Repurchase Date the Paying Agent holds cash sufficient to pay the Fundamental Change Repurchase Price of the Notes that Holders have elected to require the Company to repurchase in accordance with Section 4.01, then, as of the Fundamental Change Repurchase Date, such Notes will cease to be outstanding, interest will cease to accrue on such Notes and all other rights of the holders of such Notes will terminate, other than the right to receive the Fundamental Change Repurchase Price and previously accrued and unpaid interest upon delivery or book-entry transfer of the Notes. This will be the case whether or not book-entry transfer of the Notes has been made or the Notes has been delivered to the Paying Agent.

If any Notes that holders have elected to require the Company to repurchase in accordance with Section 4.01 shall not be so paid on the Fundamental Change Repurchase Date, the Company shall pay interest (to the extent lawful) on the overdue Fundamental Change Repurchase Price at the annual rate borne by the Notes plus 1%, and the Notes shall remain convertible in accordance with Article 11 until the Fundamental Change Repurchase Price and interest shall have been paid or duly provided for.

SECTION 4.06. Notes Repurchased in Part . Upon presentation of any Notes repurchased only in part, the Company shall execute, and the Trustee shall, upon receipt of a written order of the Company signed by an Officer, authenticate and make available for delivery to the Holder thereof at the expense of the Company, a new Note or Notes of any authorized denomination, in aggregate principal amount equal to the unrepurchased portion of the Notes presented.

SECTION 4.07. Covenant to Comply with Securities Laws Upon Repurchase of Notes . The Company will, to the extent applicable, comply with the provisions of Rule 13e-4 and any other tender offer rules under the Exchange Act that may be applicable at the time of the offer to repurchase the Notes, file the related Schedule TO or any other schedule required in connection with any offer by the Company to repurchase the Notes and comply with all other federal and state securities laws in connection with any offer by the Company to repurchase the Notes.

SECTION 4.08. Other Repurchase Requirements . No Notes may be repurchased pursuant to Section 4.01 if the principal amount of the Notes has been accelerated, and such acceleration has not been rescinded, on or prior to the Fundamental Change Repurchase Date (except in the case of an acceleration resulting from a default by the Company in the payment of the Fundamental Change Repurchase Price with respect to such Notes).

ARTICLE 5

Covenants

SECTION 5.01. Payment of Notes . The Company shall promptly pay the principal of and interest on the Notes on the dates and in the manner provided in the Notes and in this Indenture. Principal and interest shall be considered paid on the date due if on such date the Trustee or the Paying Agent holds in accordance with this Indenture money sufficient to pay all principal and interest then due and the Trustee or the Paying Agent, as the case may be, is not prohibited from paying such money to the Noteholders on that date pursuant to the terms of this Indenture.

The Company shall pay interest (to the extent lawful) on overdue principal at the annual rate of 1% above the then applicable interest rate from the required payment date.

SECTION 5.02. Maintenance of Office or Agency . The Company will maintain an office or agency where the Notes may be surrendered for registration of transfer or exchange or for presentation for payment or for conversion or repurchase and where notices and demands to or upon the Company in respect of the Notes and this Indenture may be served. As of the date of this Indenture, such office is located at the office of the Trustee located at 7000 Central Parkway, Suite 550, Atlanta, Georgia 30328 and, at any other time, at such other address as the Trustee may designate from time to time by notice to the Company. The Company will give prompt written notice to the Trustee of the location, and any change in the location, of such office or agency not designated or appointed by the Trustee. If at any time the Company shall fail to maintain any such required office or agency or shall fail to furnish the Trustee with the

address thereof, such presentations, surrenders, notices and demands may be made or served at the Corporate Trust Office.

The Company may also from time to time designate co-registrars and one or more offices or agencies where the Notes may be presented or surrendered for any or all such purposes and may from time to time rescind such designations. The Company will give prompt written notice to the Trustee of any such designation or rescission and of any change in the location of any such other office or agency.

So long as the Trustee is the Registrar, the Trustee agrees to mail, or cause to be mailed, the notices set forth in Section 8.08. If co-registrars have been appointed in accordance with this Section, the Trustee shall mail such notices only to the Company and the Noteholders it can identify from its records.

SECTION 5.03. Reports; 144A Information .

(a) The Company shall deliver to the Trustee, within fifteen calendar days after it would have been required to file them with the SEC (giving effect to any grace period provided by Rule 12b-25 under the Exchange Act), copies of the Company’s annual reports on Form 10-K and of the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act. In the event the Company is at any time no longer subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall continue to provide the Trustee with reports containing substantially the same information as would have been required to be filed with the SEC had it continued to have been subject to such reporting requirements. In such event, such reports shall be provided at the times the Company would have been required to provide reports had the Company continued to have been subject to such reporting requirements. The Company also shall comply with the other provisions of Section 314(a) of the Trust Indenture Act. Documents filed by the Company with the SEC via the EDGAR system will be deemed furnished to the Trustee as of the time such documents are filed via EDGAR, provided that the Trustee shall have no duty to determine if such filing has occurred.

(b) The Company covenants and agrees that it shall, during any period in which it is not subject to Section 13 or 15(d) under the Exchange Act, make available to any holder or beneficial holder of Notes which continue to be Restricted Securities and any prospective purchaser of Notes designated by such holder or beneficial holder, the information required pursuant to Rule 144A(d)(4) under the Securities Act upon the request of any holder or beneficial holder of the Notes, until such time as such securities are not longer “restricted securities” within the meaning of Rule 144 under the Securities Act.

Delivery of such reports, information and documents to the Trustee is for information purposes only and Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provisions of this

Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee is entitled to assume such compliance and correctness unless a Responsible Officer of the Trustee is informed otherwise.

SECTION 5.04. Existence . The Company will do or cause to be done all things necessary to preserve and keep in full force and effect its existence and rights (charter and statutory); provided that the Company shall not be required to preserve any such right if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company and that the loss thereof is not disadvantageous in any material respect to the Holders of Notes.

SECTION 5.05. Payment of Taxes and Other Claims . The Company will pay or discharge, or cause to be paid or discharged, before the same may become delinquent:

(i) all taxes, assessments and governmental charges levied or imposed upon the Company or any Significant Subsidiary of the Company or upon the income, profits or property of the Company or any Significant Subsidiary of the Company;

(ii) all claims for labor, materials and supplies which, if unpaid, might by law become a lien or charge upon the property of the Company or any Significant Subsidiary of the Company; and

(iii) all stamp taxes and other duties, if any, which may be imposed by the United States or any political subdivision thereof or therein in connection with the issuance, transfer, exchange, conversion, redemption or repurchase of any Notes or with respect to this Indenture;

provided that, in the case of clauses (i) and (ii), the Company shall not be required to pay or discharge or cause to be paid or discharged any such tax, assessment, charge or claim (A) if the failure to do so will not, in the aggregate, have a material adverse impact on the Company, or (B) if the amount, applicability or validity is being contested in good faith by appropriate proceedings.

SECTION 5.06. Compliance Certificate . The Company shall deliver to the Trustee within one-hundred twenty calendar days after the end of each fiscal year of the Company a certificate of the principal executive officer, principal financial officer or principal accounting officer of the Company, stating whether or not, to the knowledge of such officer, any Default or Event of Default occurred during such period and if so, describing each Default or Event of Default, its status and the action the Company is taking or proposes to take with respect thereto. The Company also shall comply with Section 314(a)(4) of the Trust Indenture Act.

SECTION 5.07. Further Instruments and Acts . The Company shall execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

SECTION 5.08. Additional Interest Notification . If Additional Interest or Reporting Additional Interest, as applicable, is payable by the Company, the Company shall deliver to the Trustee an Officers’ Certificate to that effect stating (i) the amount of such

Additional Interest or Reporting Additional Interest, as applicable, that is payable and (ii) the date on which such Additional Interest or Reporting Additional Interest, as applicable, is payable. Unless and until a Responsible Officer of the Trustee receives such a certificate, the Trustee may assume without inquiry that no Additional Interest or Reporting Additional Interest, as applicable, is payable.

SECTION 5.09. Statement by Officer as to Default . The Company shall deliver to the Trustee, promptly and in any event within ten calendar days after the Company becomes aware of the occurrence of any Event of Default or Default, an Officers’ Certificate setting forth the details of such Event of Default or Default, its status and the action which the Company proposes to take with respect thereto. Except with respect to receipt of Note payments and any Default or Event of Default information contained in the Officers’ Certificate delivered pursuant to this Section 5.09, the Trustee shall have no duty to review, ascertain or confirm the Company’s compliance with, or breach of any representation, warranty or covenant made in this Indenture.

SECTION 5.10. Waiver of Stay, Extension or Usury Laws . The Company covenants (to the extent it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on the Notes as contemplated herein, wherever enacted, now or at any time; the Company (to the extent it may lawfully do so) hereby expressly waives all benefit or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impede the execution of any power herein granted to the Trustee, but will suffer and permit the execution of every such power as though no such law had been enacted.

ARTICLE 6

Successor Company

SECTION 6.01. When Company May Merge or Transfer Assets . The Company shall not, in a single transaction or a series of related transactions, consolidate with or merge with or into, or sell, lease, transfer, convey or otherwise dispose of all or substantially all of its property and assets to another Person unless:

(a) either (i) the Company is the surviving corporation or (ii) if the Company is not the surviving corporation, the resulting, surviving or transferee person (the “ Successor Company ”) is a corporation or limited liability company organized and existing under the laws of the United States, any state thereof or the District of Columbia and the Successor Company assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, all of the Company’s obligations under the Notes and this Indenture;

(b) immediately after giving effect to the transaction described above, no Default or Event of Default has occurred and is continuing;

(c) if as a result of such transaction, the Notes become convertible into common stock or other securities issued by a third party, such third party fully and unconditionally

guarantees all obligations of the Company or such successor under the Notes and this Indenture; and

(d) the Company has delivered to the Trustee the Officers’ Certificate and Opinion of Counsel pursuant to Section 6.03, each stating that such consolidation or merger or sale, lease, transfer, conveyance or other disposition of property and assets complies with this Article 6.

For purposes of this Section 6.01, the sale, lease, transfer, conveyance or other disposition of the properties and assets of one or more Subsidiaries of the Company, which properties and assets, if held by the Company instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Company on a consolidated basis, shall be deemed to be the transfer of all or substantially all of the property and assets of the Company.

SECTION 6.02. Successor to Be Substituted . The Successor Company will succeed to, and be substituted for, and may exercise every right and power of, the Company under the Notes and this Indenture with the same effect as if the Successor Company had been named as the Company in this Indenture. Upon such substitution, except in the case of a lease, the Company will be released from the obligations under the Notes.

SECTION 6.03. Opinion of Counsel to Be Given Trustee . Prior to execution of any supplemental indenture pursuant to this Article 6, the Trustee shall receive an Officers’ Certificate and an Opinion of Counsel as conclusive evidence that any such consolidation, merger, sale, conveyance, transfer or lease and any such assumption complies with the provisions of this Article 6.

ARTICLE 7

Defaults and Remedies

SECTION 7.01. Events of Default . An “ Event of Default ” occurs if:

(a) the Company defaults in any payment of interest on any Note when the same becomes due and payable and continuance of such default for a period of 30 calendar days;

(b) the Company defaults in the payment of the principal of any Note when the same becomes due and payable at its maturity, upon declaration or otherwise, or defaults in the payment of the Fundamental Change Repurchase Price in respect of any Notes when due or defaults in the payment of the Redemption Price when due;

(c) upon exercise of a Holder’s conversion right in accordance with Article 11, the Company fails to deliver the Conversion Settlement Amount on the scheduled settlement date for such conversion and such failure continues for five Business Days following the scheduled settlement date for such conversion;

(d) the Company fails to provide notice of the anticipated effective date or actual effective date of a Fundamental Change or a notice of a distribution pursuant to Section 4.02,

11.01(2) or 11.01(4), in each case on a timely basis as required in this Indenture and such failure continues for five calendar days;

(e) the Company fails to comply with the Company’s obligations under Article 6;

(f) except as provided in Section 7.13, the Company defaults in the performance or observance of any other term, covenant or agreement of the Company contained in the Notes or this Indenture (other than a term, covenant or agreement a default in whose performance is elsewhere in this Section specifically dealt with), and continuance of such default for a period of 60 calendar days after there has been given, by registered or certified mail, to the Company by the Trustee or to the Company and the Trustee by the Holders of at least 25% in aggregate principal amount of the Notes then outstanding a written notice specifying such default and requiring it to be remedied and stating that such notice is a “Notice of Default” hereunder;

(g) the Company fails to pay when due (whether at stated maturity or otherwise), or a default that results in the acceleration of maturity, of any indebtedness for borrowed money of the Company or any Significant Subsidiary by the holders thereof, if the total amount of such indebtedness unpaid or accelerated exceeds $25.0 million (or its foreign currency equivalent) in the aggregate unless such indebtedness is discharged, or such acceleration is rescinded, stayed or annulled, within a period of thirty (30) calendar days after written notice of such failure is given to the Company by the Trustee or to the Company and the Trustee by the holders of at least 25% in aggregate principal amount of the Notes then outstanding;

(h) the rendering of a final judgment or decree for the payment of $25.0 million (or its foreign currency equivalent) or more, excluding any amounts covered by insurance, rendered against the Company or any Subsidiary, which judgment or decree is not discharged, waived or stayed within 60 calendar days after (A) the date on which the right to appeal thereof has expired if no such appeal has commenced or (B) the date on which all rights to appeal have been extinguished.

(i) the entry by a court having jurisdiction in the premises of:

(A) a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law; or

(B) a decree or order adjudging the Company or any Significant Subsidiary a bankrupt or insolvent, or approving as properly filed a petition seeking reorganization, arrangement, adjustment or composition of or in respect of the Company or any Significant Subsidiary under any applicable Federal or State law, or appointing a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of its property, or ordering the winding up or liquidation of its affairs, and the continuance of any such decree or order for relief or any such other decree or order unstayed and in effect for a period of 60 consecutive days; or

(j) the commencement by the Company or any Significant Subsidiary of a voluntary case or proceeding under any applicable Federal or State bankruptcy, insolvency,

reorganization or other similar laws or of any other case or proceeding to be adjudicated a bankrupt or insolvent, or the consent by the Company to the entry of a decree or order for relief in respect of the Company or any Significant Subsidiary in an involuntary case or proceeding under any applicable Federal or State bankruptcy, insolvency, reorganization or other similar law or to the commencement of any bankruptcy or insolvency case or proceeding against the Company or any Significant Subsidiary, or the filing by the Company or any Significant Subsidiary of a petition or answer or consent seeking reorganization or relief under any applicable Federal or State law, or the consent by the Company or any Significant Subsidiary to the filing of such petition or to the appointment of or taking possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator or other similar official of the Company or any Significant Subsidiary or of any substantial part of the property of the Company or any Significant Subsidiary, or the making by the Company or any Significant Subsidiary of an assignment for the benefit of creditors, or the admission by the Company or any Significant Subsidiary in writing of its inability to pay its debts generally as they become due, or the taking of corporate action by the Company or any Significant Subsidiary in furtherance of any such action.

The foregoing will constitute Events of Default whatever the reason for such Event of Default and whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body.

SECTION 7.02. Acceleration . If an Event of Default specified in Section 7.01(i) or (j) with respect to the Company or any Significant Subsidiary occurs, the principal of and accrued and unpaid interest on all the outstanding Notes shall automatically become and be immediately due and payable without any declaration or other act on the part of the Trustee or any Holders of Notes. If an Event of Default (other than an Event of Default specified in Section 7.01(i) or (j) with respect to the Company or any Significant Subsidiary) occurs and is continuing, the Trustee by notice to the Company, or the holders of at least 25% in principal amount of the outstanding Notes by notice to the Company, may declare the principal amount of and accrued but unpaid interest on the outstanding Notes to be due and payable. Upon such a declaration, such principal and interest shall become due and payable immediately.

At any time after such a declaration of acceleration with respect to the Notes has been made or occurred and before a judgment or decree for payment of the money due has been obtained by the Trustee as hereinafter in this Article provided , the holders of a majority in principal amount of the outstanding Notes, by written notice to the Company and the Trustee may:

(a) waive by their consent (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, Notes), an existing Default or Event of Default and its consequences except (i) a Default or Event of Default in the payment of the principal of or interest on a Note (including payments pursuant to the redemption provisions set forth in Article 3 or the required repurchase provisions on such Note, as set forth in Article 4) when due, (ii) a

Default or Event of Default in the satisfaction of the Company’s Conversion Obligations with respect to a Note or (iii) a Default or Event of Default in respect of a provision that under Section 10.02 cannot be amended without the consent of each Holder affected; and

(b) rescind and annul such declaration and its consequences if:

(1) the Company has paid or deposited with the Trustee a sum sufficient to pay:

(A) all overdue interest on all Notes;

(B) the principal amount of any Notes which have become due otherwise than by such declaration of acceleration;

(C) interest (to the extent lawful) upon overdue interest or principal (or Fundamental Change Repurchase Price, if applicable) to the date of such payment or deposit at the rate prescribed therefor in this Indenture; and

(D) all sums paid or advanced by the Trustee under this Indenture, all sums owed to the Trustee under Section 8.07, and the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and counsel;

(2) rescission would not conflict with any judgment or decree of a court of competent jurisdiction; and

(3) all Events of Default with respect to Notes, other than the non-payment of the principal amount of the Notes and any accrued and unpaid interest that have become due solely by such declaration of acceleration, a default with respect to the Company’s Conversion Obligations, a default arising from the Company’s failure to pay the Redemption Price, a default arising from the Company’s failure to repurchase any Notes when required, or any default that cannot be amended without the consent of each affected holder, have been cured or waived.

No such waiver or rescission and annulment shall affect any subsequent Default or Event of Default or impair any right consequent thereon.

SECTION 7.03. Additional Interest .

(a) Subject to Section 7.03(b), if, at any time during the six-month period beginning on, and including, the date which is six months after the last date of the original issuance of the Notes, the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (other than current reports on Form 8-K), the Company shall (i) pay Additional Interest on the Notes which shall accrue on the Notes at a rate of 0.50% per annum of the principal amount of Notes outstanding for each day during such period for which the Company’s failure to file, as described above, has occurred and is continuing (the “ Additional Interest ”)

and (ii) notify the Trustee of such late filing promptly, but no later than 3 Business Days after such failure to timely file.

(b) Additional Interest payable in accordance with Section 7.03(a) shall be payable in arrears on each Interest Payment Date for the Notes following accrual in the same manner as regular interest on the Notes.

SECTION 7.04. Other Remedies . If an Event of Default occurs and is continuing, the Trustee may pursue any available remedy to collect the payment of principal of or interest on the Notes or to enforce the performance of any provision of the Notes or this Indenture.

The Trustee may maintain a proceeding even if it does not possess any of the Notes or does not produce any of them in the proceeding. A delay or omission by the Trustee or any Noteholder in exercising any right or remedy accruing upon an Event of Default shall not impair the right or remedy or constitute a waiver of or acquiescence in the Event of Default. No remedy is exclusive of any other remedy. All available remedies are cumulative.

SECTION 7.05. Waiver of Past Defaults . Subject to Section 7.02, the Holders of not less than a majority in principal amount of the Notes may on behalf of the Holders of all the Notes and by written notice to the Trustee waive any past Default or Event of Default under the Indenture and its consequences, except:

(i) a default in the payment of the principal of or interest on a Note when due, whether at maturity, in connection with a redemption or otherwise;

(ii) a default arising from the failure of the Company to convert any Notes as required by this Indenture in connection with a Holder exercising its conversion rights in accordance with this Indenture;

(iii) a default arising from the failure to pay the Fundamental Change Repurchase Price on the Fundamental Change Repurchase Date in connection with a Holder exercising its repurchase rights upon a Fundamental Change; or

(iv) a default in respect of a provision that under Section 10.02 cannot be amended without the consent of each Noteholder affected.

When a Default is waived, it is deemed cured, but no such waiver shall extend to any subsequent or other Default or impair any consequent right.

SECTION 7.06. Control by Majority . The Holders of a majority in principal amount of the Notes may direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. However, the Trustee may refuse to follow any direction that conflicts with law or this Indenture or, subject to Section 8.01, that the Trustee determines is unduly prejudicial to the rights of other Noteholders or would involve the Trustee in personal liability or expense for which the Trustee has not received indemnity satisfactory to it; provided , however , that the Trustee may take any other action deemed proper by the Trustee that is not inconsistent with such direction. Prior to

taking any action hereunder, the Trustee shall be entitled to indemnity or security reasonably satisfactory to it in its sole discretion against all losses, liabilities, and expenses caused by taking or not taking such action.

SECTION 7.07. Limitation on Suits . Except in the case of a Default in the payment of principal or interest when due, no Noteholder may pursue any remedy with respect to this Indenture or the Notes unless:

(a) the Noteholder gives to the Trustee written notice stating that an Event of Default is continuing:

(b) the Noteholders of at least 25% in aggregate principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy and offer to the Trustee security or indemnity satisfactory to it against any costs, liability or expense of the Trustee;

(c) the Trustee does not comply with the request within 60 calendar days after receipt of the request and the offer of security or indemnity; and

(d) the Trustee does not receive an inconsistent direction from Noteholders of a majority in aggregate principal amount of the Notes during such 60 day period.

A Noteholder may not use this Indenture to prejudice the rights of another Noteholder or to obtain a preference or priority over another Noteholder (it being understood that the Trustee does not have an affirmative duty to ascertain whether or not such actions or forbearances are unduly prejudicial to such Noteholders).

Notwithstanding any other provision of this Indenture and any provision of any Notes, the right of any holder of any Notes to receive payment of the principal of (including the Fundamental Change Repurchase Price upon repurchase) and accrued interest on such Notes, on or after the respective due dates expressed in such Notes or in the event of repurchase, or to institute suit for the enforcement of any such payment on or after such respective dates against the Company shall not be impaired or affected without the consent of such Holder.

Anything contained in this Indenture or the Notes to the contrary notwithstanding, the holder of any Notes, without the consent of either the Trustee or the holder of any other Notes, on its own behalf and for its own benefit, may enforce, and may institute and maintain any proceeding suitable to enforce, its rights of conversion as provided herein.

SECTION 7.08. Rights of Noteholders to Receive Payment . Notwithstanding any other provision of this Indenture, the right of any Noteholder to receive payment of principal (including payments pursuant to the redemption or required repurchase provisions of the Notes) of and interest on the Notes held by such Noteholder, on or after the respective due dates expressed in the Notes or in the event of repurchase or redemption, or to bring suit for the enforcement of any such payment on or after such respective dates, shall not be impaired or affected without the consent of such Noteholder. In addition, notwithstanding any other provision of this Indenture, the right of any Noteholder to enforce its rights of conversion in accordance with the provisions of Article 11, on or after the applicable date for settlement of the Company’s Conversion Obligation, shall not be impaired or affected without the consent of such Noteholder.

SECTION 7.09. Collection Suit by Trustee . If an Event of Default specified in Section 7.01(a) or (b) occurs and is continuing, the Trustee may recover judgment in its own name and as trustee of an express trust against the Company for the whole amount then due and owing (together with interest on any unpaid interest to the extent lawful) and the amounts provided for in Section 8.07.

SECTION 7.10. Trustee May File Proofs of Claim . The Trustee may file such proofs of claim and other papers or documents as may be necessary or advisable in order to have the claims of the Trustee (including any claim for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel) and the Noteholders allowed in any judicial proceedings relative to the Company, its Subsidiaries or its or their respective creditors or property and, unless prohibited by law or applicable regulations, may be entitled and empowered to participate as a member of any official committee of creditors appointed in such matter, and may vote on behalf of the Noteholders in any election of a trustee in bankruptcy or other Person performing similar functions, and any Custodian in any such judicial proceeding is hereby authorized by each Noteholder to make payments to the Trustee and, in the event that the Trustee shall consent to the making of such payments directly to the Noteholders, to pay to the Trustee any amount due it for the reasonable compensation, expenses, disbursements and advances of the Trustee, its agents and its counsel, and any other amounts due the Trustee under Section 8.07.

SECTION 7.11. Priorities . If the Trustee collects any money or property pursuant to this Article 6, it shall pay out the money or property in the following order:

FIRST: to the Trustee for amounts due under Section 8.07;

SECOND: to Noteholders for amounts due and unpaid on the Notes for principal (including payments pursuant to the required repurchase provisions of the Notes) and interest, ratably without preference or priority of any kind, according to the amounts due and payable on the Notes for principal (including payments pursuant to the required repurchase provisions of the Notes) and interest, respectively; and

THIRD: to the Company.

The Trustee may fix a record date and payment date for any payment to Noteholders pursuant to this Section 7.11. At least fifteen calendar days before such record date, the Trustee shall mail to each Noteholder and the Company a notice that states the record date, the payment date and amount to be paid.

SECTION 7.12. Undertaking for Costs . In any suit for the enforcement of any right or remedy under this Indenture or in any suit against the Trustee for any action taken or omitted by it as Trustee, a court in its discretion may require the filing by any party litigant in the suit of an undertaking to pay the costs of the suit, and the court in its discretion may assess reasonable costs, including reasonable attorneys’ fees and expenses, against any party litigant in the suit, having due regard to the merits and good faith of the claims or defenses made by the party litigant. This Section 7.12 does not apply to a suit by the Trustee, a suit by a Noteholder pursuant to Section 7.08 or a suit by Noteholders of more than 10% in principal amount of the Notes.

SECTION 7.13. Failure to Comply with Reporting Covenant . Notwithstanding anything to the contrary in this Indenture, if the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to perform or observe the covenant in Section 5.03(a) will for the 180 days after the occurrence of such an Event of Default consist exclusively of the right to receive additional interest (“ Reporting Additional Interest ”) on the Notes at an annual rate equal to 0.50% of the principal amount of the Notes. Reporting Additional Interest will be payable in the same manner and on the same Interest Payment Dates as the stated interest payable on the Notes. Reporting Additional Interest will accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure by the Company to comply with its obligations pursuant to Section 5.03(a) first occurs to, but not including, the 90 th day thereafter (or such earlier date on which the Event of Default relating to the Company’s obligations pursuant to Section 5.03(a) shall have been cured or waived). On such 90 th day (or earlier, if an Event of Default relating to the Company’s obligations pursuant to Section 5.03(a) is cured or waived prior to such 90 th day), such Reporting Additional Interest will cease to accrue and the Notes will be subject to acceleration as provided in Section 7.02 if such Event of Default is continuing. To make an election described in this Section 7.13, the Company must provide written notice of such election to pay Reporting Additional Interest to the Trustee prior to the occurrence of the Event of Default. In the event the Company does not elect to pay the Reporting Additional Interest upon an Event of Default in accordance with this paragraph, the Notes will be subject to acceleration as provided in Section 7.02.

ARTICLE 8

Trustee

SECTION 8.01. Duties of Trustee . (a) If an Event of Default has occurred and is continuing, the Trustee shall exercise the rights and powers vested in it by this Indenture and use the same degree of care and skill in its exercise as a prudent Person would exercise or use under the circumstances in the conduct of such Person’s own affairs.

(b) Except during the continuance of an Event of Default:

(1) the Trustee need only perform such duties as are specifically set forth in this Indenture and no implied covenants or obligations shall be read into this Indenture against the Trustee; and

(2) in the absence of bad faith on its part, the Trustee may conclusively rely, as to the truth of the statements and the correctness of the opinions expressed therein, upon certificates or opinions furnished to the Trustee and conforming to the requirements of this Indenture. However, the Trustee shall examine the certificates and opinions to determine whether or not they conform to the requirements of this Indenture (but need not confirm or investigate the accuracy of mathematical calculations or other facts stated therein).

(c) The Trustee may not be relieved from liability for its own negligent action, its own negligent failure to act or its own willful misconduct, except that:

(1) this paragraph does not limit the effect of paragraph (b) of this Section;

(2) the Trustee shall not be liable for any error of judgment made in good faith by a Responsible Officer unless it is proved that the Trustee was negligent in ascertaining the pertinent facts; and

(3) the Trustee shall not be liable with respect to any action it takes or omits to take in good faith in accordance with a direction received by it pursuant to Section 7.06.

(d) Every provision of this Indenture that in any way relates to the Trustee is subject to paragraphs (a), (b) and (c) of this Section.

(e) The Trustee shall not be liable for interest on any money received by it except as the Trustee may agree in writing with the Company.

(f) Money held in trust by the Trustee need not be segregated from other funds except to the extent required by law.

(g) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers, if it shall have reasonable grounds to believe that repayment of such funds or adequate indemnity against such risk or liability is not reasonably assured to it.

(h) Every provision of this Indenture relating to the conduct or affecting the liability of or affording protection to the Trustee shall be subject to the provisions of this Section and to the provisions of the Trust Indenture Act.

SECTION 8.02. Rights of Trustee . (a) The Trustee may conclusively rely and shall be protected in acting or refraining from acting on any document believed by it to be genuine and to have been signed or presented by the proper person. The Trustee need not investigate any fact or matter stated in the document.

(b) Before the Trustee acts or refrains from acting, it may require an Officers’ Certificate or an Opinion of Counsel. The Trustee shall not be liable for any action it takes or omits to take in good faith in reliance on the Officers’ Certificate or Opinion of Counsel.

(c) The Trustee may act through agents or attorneys and shall not be responsible for the misconduct or negligence of any agent appointed with due care.

(d) The Trustee may consult with counsel of its selection, and the advice or opinion of counsel with respect to legal matters relating to this Indenture and the Notes shall be full and complete authorization and protection from liability in respect to any action taken, omitted or suffered by it hereunder in good faith and in accordance with the advice or opinion of such counsel.

(e) The Trustee shall not be bound to make any investigation into the facts or matters stated in any resolution, certificate, statement, instrument, opinion, report, notice, request, consent, order, approval, bond, debenture, note or other paper or document, but the Trustee, in its discretion, may make such further inquiry or investigation into such facts or matters as it may see fit and, if the Trustee shall determine to make such further inquiry or investigation, it shall be entitled to examine the books, records and premises of the Company, personally or by agent or attorney at the sole cost of the Company and shall incur no liability or additional liability of any kind by reason of such inquiry or investigation.

(f) The Trustee shall be under no obligation to exercise any of the rights or powers vested in it by this Indenture at the request, order or direction of any of the Noteholders pursuant to the provisions of this Indenture, unless such Noteholders shall have offered to the Trustee security or indemnity satisfactory to it against the costs, expenses and liabilities which may be incurred therein or thereby.

(g) The rights, privileges, protections, immunities and benefits given to the Trustee, including, without limitation, its rights to be indemnified, are extended to, and shall be enforceable by, the Trustee in each of its capacities hereunder, and to each agent, custodian and other Person employed to act hereunder.

(h) The Trustee may request that the Company deliver an Officers’ Certificate setting forth the names of individuals and/or titles of officers authorized at such time to take specified actions pursuant to this Indenture, which Officers’ Certificate may be signed by any person authorized to sign an Officers’ Certificate, including any person specified as so authorized in any such certificate previously delivered and not superseded.

(i) The Trustee shall not be liable for any action taken, suffered, or omitted to be taken by it in good faith and reasonably believed by it to be authorized or within the discretion or rights or powers conferred upon it by this Indenture.

(j) The Trustee shall not be required to give any note, bond or surety in respect of the execution of the trusts and powers under this Indenture.

(k) The Trustee shall not be responsible or liable for any failure or delay in the performance of its obligations under this Indenture arising out of or caused, directly or indirectly,

by circumstances beyond its reasonable control, including, without limitation, acts of God; earthquakes; fire; flood; terrorism; wars and other military disturbances; sabotage; epidemics; riots; interruptions; loss or malfunction of utilities, computer (hardware or software) or communication services; accidents; labor disputes; acts of civil or military authorities and governmental action.

(l) In no event shall the Trustee be responsible or liable for special, indirect, punitive or consequential loss or damage of any kind whatsoever (including, but not limited to, loss of profit) irrespective of whether the Trustee has been advised of the likelihood of such loss or damage and regardless of the form of action.

SECTION 8.03. Individual Rights of Trustee . The Trustee in its individual or any other capacity may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee. Any Conversion Agent, Paying Agent, Registrar or co-paying agent may do the same with like rights. However, the Trustee must comply with Sections 8.10 and 8.11.

SECTION 8.04. Trustee’s Disclaimer . The Trustee shall not be responsible for and makes no representation as to the validity or adequacy of this Indenture or the Notes, it shall not be accountable for the Company’s use of the proceeds from the Notes, and it shall not be responsible for any statement of the Company in this Indenture or in any document issued in connection with the sale of the Notes or in the Notes other than the Trustee’s certificate of authentication.

SECTION 8.05. Notice of Defaults . (a) The Trustee shall not be deemed to have notice of any Default or Event of Default , other than a payment default, unless a Responsible Officer of the Trustee shall have received written notice that a Default or Event of Default has occurred and such notice references the Notes and this Indenture. No duty imposed upon the Trustee in this Indenture shall be applicable with respect to any Default of which the Trustee is not deemed to have notice.

(b) If a Default or Event of Default occurs and is continuing and if it is known to the Trustee, the Trustee shall mail by first class mail to each Noteholder at the address set forth in the Register notice of the Default or Event of Default within 90 calendar days after it occurs or within 30 days after the Trustee has knowledge of such Default or Event of Default. Except in the case of a Default or Event of Default in payment of principal (including payments pursuant to the required repurchase provisions of such Note) or interest on any Note, the Trustee may withhold notice if and so long as a committee of its Responsible Officers in good faith determines that withholding notice is in the interests of the Noteholders.

SECTION 8.06. Reports by Trustee to Noteholders . As promptly as practicable after each May 15 beginning with the May 15 following the date of this Indenture, the Trustee shall mail to each Holder a brief report dated as of such May 15 that complies with Section 313(a) of the Trust Indenture Act, if required by such Section 313(a) of the Trust Indenture Act. The Trustee also shall comply with Section 313(b) of the Trust Indenture Act. The Trustee shall also transmit by mail all reports required by Section 313(c) of the Trust Indenture Act.

SECTION 8.07. Compensation and Indemnity . The Company shall pay to the Trustee from time to time such compensation as the Company and the Trustee shall from time to time agree in writing. The Trustee’s compensation shall not be limited by any law on compensation of a trustee of an express trust. The Company shall reimburse the Trustee upon request for all reasonable and documented out-of-pocket expenses, disbursements and advancements incurred or made by it, including costs of collection, in addition to the compensation for its services. Such expenses shall include the reasonable and documented compensation and expenses, disbursements and advances of the Trustee’s agents, counsel, accountants and experts. The Company shall indemnify the Trustee, and hold it harmless, against any and all loss, damage, claim (whether asserted by the Company or any Holder, or any other Person), liability or expense (including reasonable attorneys’ fees and expenses) incurred by or in connection with the offer and sale of the Notes or the administration of this trust and the performance of its duties hereunder. The Trustee shall notify the Company of any claim for which it may seek indemnity promptly upon obtaining actual knowledge thereof; provided , however , that any failure so to notify the Company shall not relieve the Company of its indemnity obligations hereunder. The Company shall defend the claim and the Trustee shall provide reasonable cooperation at the Company’s expense in the defense. The Trustee may have separate counsel and the Company shall pay the fees and expenses of such counsel; provided , however , that the Company shall not be required to pay such fees and expenses if it assumes such the Trustee’s defense and, in the Trustee’s reasonable judgment, there is no conflict of interest between the Company and the Trustee in connection with such defense. Notwithstanding the foregoing, the Company need not reimburse any expense or indemnify against any loss, liability or expense incurred by an indemnified party through such party’s own willful misconduct and negligence.

To secure the Company’s payment obligations in this Section, the Trustee shall have a lien prior to the Notes on all money or property held or collected by the Trustee other than money or property held in trust to pay principal of and interest and any liquidated damages on particular Notes.

The Company’s payment obligations pursuant to this Section shall survive the satisfaction or discharge of this Indenture, any rejection or termination of this Indenture under any bankruptcy law and the resignation or removal of the Trustee. When the Trustee incurs expenses after the occurrence of an Event of Default specified in Section 7.01(i) or (j) with respect to the Company, the expenses are intended to constitute expenses of administration under the Bankruptcy Law.

SECTION 8.08. Replacement of Trustee . The Trustee may resign at any time by so notifying the Company. The Holders of a majority in principal amount of the Notes may remove the Trustee by so notifying the Trustee and may appoint a successor Trustee. The Company shall remove the Trustee if:

(a) the Trustee fails to comply with Section 8.10;

(b) the Trustee is adjudged bankrupt or insolvent;

(d) the Trustee otherwise becomes incapable of acting.

If the Trustee resigns, is removed by the Company or by the Holders of a majority in principal amount of the Notes and such Noteholders do not reasonably promptly appoint a successor Trustee, or if a vacancy exists in the office of Trustee for any reason (the Trustee in such event being referred to herein as the retiring Trustee), the Company shall promptly appoint a successor Trustee.

A successor Trustee shall deliver a written acceptance of its appointment to the retiring Trustee and to the Company. Thereupon the resignation or removal of the retiring Trustee shall become effective, and the successor Trustee shall have all the rights, powers and duties of the Trustee under this Indenture. The successor Trustee shall mail a notice of its succession to Noteholders. The retiring Trustee shall promptly transfer all property held by it as Trustee to the successor Trustee, subject to the lien provided for in Section 8.07.

If a successor Trustee does not take office within 30 calendar days after the retiring Trustee resigns or is removed, the retiring Trustee or the holders of 10% in principal amount of the Notes may petition, at the expense of the Company, any court of competent jurisdiction for the appointment of a successor Trustee.

If the Trustee fails to comply with Section 8.10, any Noteholder may petition any court of competent jurisdiction for the removal of the Trustee and the appointment of a successor Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the Company’s obligations under Section 8.07 shall continue for the benefit of the retiring Trustee.

SECTION 8.09. Successor Trustee by Merger . If the Trustee consolidates with, merges or converts into, or transfers all or substantially all of its corporate trust business or assets to, another corporation or banking association, the resulting, surviving or transferee corporation without any further act shall be the successor Trustee.

In case at the time such successor or successors by merger, conversion or consolidation to the Trustee shall succeed to the trusts created by this Indenture any of the Notes shall have been authenticated but not delivered, any such successor to the Trustee may adopt the certificate of authentication of any predecessor trustee, and deliver such Notes so authenticated; and in case at that time any of the Notes shall not have been authenticated, any successor to the Trustee may authenticate such Notes either in the name of any predecessor hereunder or in the name of the successor to the Trustee; and in all such cases such certificates shall have the full force which it is anywhere in the Notes or in this Indenture provided that the certificate of the Trustee shall have.

SECTION 8.10. Eligibility; Disqualification . The Trustee shall at all times satisfy the requirements of Trust Indenture Act § 310(a). The Trustee shall have a combined capital and surplus of at least $50,000,000 as set forth in its most recent published annual report of condition. The Trustee shall comply with Trust Indenture Act § 310(b); provided , however , that there shall be excluded from the operation of Trust Indenture Act § 310(b)(1) any indenture or indentures under which other securities or certificates of interest or participation in other

securities of the Company are outstanding if the requirements for such exclusion set forth in Trust Indenture Act § 310(b)(1) are met.

SECTION 8.11. Preferential Collection of Claims Against Company . The Trustee shall comply with Trust Indenture Act § 311(a), excluding any creditor relationship listed in Trust Indenture Act § 311(b). A Trustee who has resigned or been removed shall be subject to Trust Indenture Act § 311(a) to the extent indicated.

ARTICLE 9

Discharge of Indenture

SECTION 9.01. Discharge of Liability on Notes . (a) When (i) the Company delivers to the Trustee all outstanding Notes (other than Notes replaced pursuant to Section 2.09) for cancellation or (ii) all outstanding Notes have become due and payable, whether at maturity, as a result of the mailing of a notice of redemption pursuant to Article 3 or upon a repurchase pursuant to Article 9 hereof, and the Company irrevocably deposits with the Trustee money sufficient to pay at maturity or upon redemption or repurchase all outstanding Notes, including interest thereon to maturity or the Redemption Date or such Fundamental Change Repurchase Date (other than Notes replaced pursuant to Section 2.09), and any cash, securities or other property due in respect of converted Notes, and if in each such case the Company pays all other sums payable hereunder by the Company, then this Indenture shall, subject to Section 9.01(b), cease to be of further effect. The Trustee shall acknowledge satisfaction and discharge of this Indenture on written demand of the Company accompanied by an Officers’ Certificate and an Opinion of Counsel and at the cost and expense of the Company.

(b) Notwithstanding clause (a) above, the Company’s obligations in Sections 2.05, 2.06, 2.07, 2.08, 2.09, 2.10, 8.07, 8.08 and in this Article 9 shall survive until the Notes have been paid in full. Thereafter, the Company’s obligations in Sections 8.07, 9.03 and 9.04 shall survive.

SECTION 9.02. Application of Trust Money . The Trustee shall hold in trust money or other property due in respect of converted Notes deposited with it pursuant to this Article 9. It shall apply the deposited money through the Paying Agent and in accordance with this Indenture to the payment of principal of and interest on the Notes or, in the case of any cash, securities or other property due in respect of converted Notes, in accordance with this Indenture in relation to the conversion of Notes pursuant to the terms hereof.

SECTION 9.03. Repayment to Company . The Trustee and the Paying Agent shall promptly turn over to the Company upon request any excess money or securities held by them at any time.

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment of principal or interest and any cash, securities or other property due in respect of converted Notes that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money and/or securities must look to the Company for payment as general creditors.

SECTION 9.04. Reinstatement . If the Trustee or Paying Agent is unable to apply any money or to deliver any other property due in respect of converted Notes in accordance with this Article 9 by reason of any legal proceeding or by reason of any order or judgment of any court or governmental authority enjoining, restraining or otherwise prohibiting such application, the Company’s obligations under this Indenture and the Notes shall be revived and reinstated as though no deposit had occurred pursuant to this Article 9 until such time as the Trustee or Paying Agent is permitted to apply all such money and any other property due in respect of converted Notes in accordance with this Article 9; provided , however , that, if the Company has made any payment of interest on or principal of any Notes because of the reinstatement of its obligations, the Company shall be subrogated to the rights of the Noteholders of such Notes to receive such payment from the money held by the Trustee or Paying Agent.

ARTICLE 10

Amendments

SECTION 10.01. Without Consent of Noteholders . The Company and the Trustee may amend this Indenture or the Notes without notice to or consent of the holder of any Notes to, among other things:

(a) provide for conversion rights of holders of the Notes and the Company’s repurchase obligations in connection with a Fundamental Change in the event of any reclassification of Common Stock, merger or consolidation, or sale, conveyance, transfer or lease of its property and assets substantially as an entirety;

(b) provide for the assumption of the Company’s obligations to the holders of the Notes in the event of any reclassification of Common Stock, merger or consolidation, or sale, conveyance, transfer or lease of its property and assets substantially as an entirety;

(d) add to the covenants of the Company for the benefit of the Holders of the Notes;

(e) cure any ambiguity, omission or correct or supplement any provisions of this Indenture which may be defective or otherwise inconsistent with any other provision of this Indenture, including to conform the terms of this Indenture or the Notes to the description of this Indenture or the Notes contained in the Private Placement Memorandum; provided that such change or amendment does not adversely affect the interests of the Holders of the Notes in any respect; provided, further that any amendment made solely to conform the provisions of this Indenture to the “Description of the Notes” section contained in the Private Placement Memorandum will not be deemed to adversely affect the interests of the Holders of the Notes;

(f) increase the Conversion Rate;

(g) secure the Notes;

(h) add guarantees of obligations under the Notes;

(i) provide for a successor Trustee; and

(j) comply with the requirements of the SEC in order to effect or maintain the qualification of this Indenture under the Trust Indenture Act.

After an amendment under this Section becomes effective, the Company shall mail to Holders of Notes a notice briefly describing such amendment. The failure to give such notice to all Holders of Notes, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.01.

SECTION 10.02. With Consent of Noteholders . Except as provided in the next sentence, the Company and the Trustee may amend this Indenture or the Notes with the written consent or affirmative vote of the Holders of at least a majority in aggregate principal amount of the Notes then outstanding, without notice to any other Noteholder. However, without the written consent or affirmative vote of each Holder of an outstanding Note affected (including, without limitation, consents obtained in connection with a purchase of or tender offer or exchange offer for, the Notes), an amendment may not:

(a) change the maturity of any Notes;

(b) reduce the rate of or extend the time for payment of interest (including any Additional Interest) on any Notes;

(d) reduce any amount payable upon repurchase of any Notes upon a Fundamental Change;

(e) reduce the amount payable upon the redemption of the Notes;

(f) impair the right of a holder to institute suit for payment of any Notes;

(g) change the currency in which any Notes are payable;

(h) change the Company’s obligation to repurchase any Notes upon a Fundamental Change in a manner adverse to the Holders;

(i) affect the right of a Holder to convert any Notes into cash and/or Common Stock, as applicable, or reduce the Conversion Rate, except as permitted pursuant to this Indenture;

(j) change the Company’s obligation to maintain an office or agency;

(k) except pursuant to Section 10.01(e), modify this Article 10;

(l) reduce the percentage in principal amount of the Notes required for consent to any modification of this Indenture that does not require the consent of each affected Holder;

(m) modify the ranking or priority of the Notes;

(n) make any Notes payable at a place other than that stated in the Notes;

(o) waive a continuing Default or Event of Default in the payment of the principal of or interest on any Notes; or

(p) reduce the percentage in principal amount of the Notes required for waiver of compliance with the provisions of the Indenture or waiver of a Default or Event of Default.

For the avoidance of doubt, the only written consent or affirmative vote required to approve any of the foregoing changes is the written consent or affirmative vote of each Note affected by such change; the written consent or affirmative vote of the Holders of a majority in aggregate principal amount of the Notes then outstanding is not additionally required.

It shall not be necessary for the consent of the Noteholders under this Section 10.02 to approve the particular form of any proposed amendment, but it shall be sufficient if such consent approves the substance thereof.

After an amendment under this Section 10.02 becomes effective, the Company shall mail to Noteholders a notice briefly describing such amendment. The failure to give such notice to all Noteholders, or any defect therein, shall not impair or affect the validity of an amendment under this Section 10.02.

Any Notes held by the Company or by any Person directly or indirectly controlling or controlled by or under direct or indirect common control with the Company shall be disregarded (from both the numerator and the denominator) for purposes of determining whether the holders of the requisite aggregate principal amount of the outstanding Notes have consented to or voted for a modification, amendment or waiver of the terms of this Indenture.

SECTION 10.03. Compliance with Trust Indenture Act . Every amendment to this Indenture or the Notes shall comply with the Trust Indenture Act as then in effect.

SECTION 10.04. Revocation and Effect of Consents and Waivers . A consent to an amendment or a waiver by a Noteholder of a Note shall bind the Noteholder and every subsequent Noteholder of that Note or portion of the Note that evidences the same debt as the consenting Noteholder’s Note, even if notation of the consent or waiver is not made on the Note. However, any such Noteholder or subsequent Noteholder may revoke the consent or waiver as to such Noteholder’s Note or portion of the Note if the Trustee receives the notice of revocation before the date the amendment or waiver becomes effective. An amendment or waiver becomes effective once both (i) the requisite number of consents or votes have been received by the Company or the Trustee and (ii) such amendment or waiver has been executed by the Company and the Trustee.

The Company may, but shall not be obligated to, fix a record date for the purpose of determining the Noteholders entitled to vote or give their consent or take any other action described above or required or permitted to be taken pursuant to this Indenture. If a record date is fixed, then notwithstanding the immediately preceding paragraph, those Persons who were Noteholders at such record date (or their duly designated proxies), and only those Persons, shall be entitled to vote or give such consent or to revoke any vote or consent previously given or to

take any such action, whether or not such Persons continue to be Noteholders after such record date. No such vote or consent shall be valid or effective for more than 120 calendar days after such record date.

SECTION 10.05. Notation on or Exchange of Notes . If an amendment changes the terms of a Note, the Trustee may require the Noteholder of the Note to deliver it to the Trustee. The Trustee may place an appropriate notation on the Note regarding the changed terms and return it to the Noteholder. Alternatively, if the Company or the Trustee so determines, the Company in exchange for the Note shall issue and the Trustee shall authenticate a new Note that reflects the changed terms. Failure to make the appropriate notation or to issue a new Note shall not affect the validity of such amendment.

SECTION 10.06. Trustee to Sign Amendments . The Trustee shall sign any amendment authorized pursuant to this Article 10 if the amendment does not adversely affect the rights, duties, liabilities or immunities of the Trustee. If it does, the Trustee may but need not sign it. In signing such amendment the Trustee shall receive, and (subject to Sections 8.01 and 8.02) shall be fully protected in conclusively relying upon, in addition to the documents required by Section 12.04, an Officers’ Certificate and an Opinion of Counsel stating that such amendment is authorized or permitted by this Indenture and that such amendment is the legal, valid and binding obligation of the Company enforceable against it in accordance with its terms, subject to customary exceptions, and complies with the provisions hereof (including Section 10.03).

ARTICLE 11

Conversion of Notes

SECTION 11.01. Right to Convert Prior to the HSR Redemption Notice Deadline . Upon compliance with the provisions of this Article 11, a Noteholder shall have the right, at such Holder’s option, to convert all or any portion (if the portion to be converted is $1,000 principal amount or multiple thereof) of such Notes, at any time prior to the HSR Redemption Notice Deadline based on an initial Conversion Rate (the “ Conversion Rate ”) of 46.6021 shares of Common Stock (subject to adjustments as provided in Sections 11.05 and 11.09 of this Indenture) per $1,000 principal amount of Notes (the “ Pre-HSR Deadline Conversion Obligation ”) only under the following circumstances:

(1) Conversion Based on Satisfaction of Stock Price Condition. On any date during any calendar quarter commencing at any time after December 31, 2011, and only during such calendar quarter, if the Closing Sale Price for Common Stock for at least 20 Trading Days during the period of 30 consecutive Trading Days ending on the last Trading Day of the preceding calendar quarter (the “ Stock Price Measurement Period ”) is more than 130% of the applicable Conversion Price. Whenever the Notes shall become convertible pursuant to this Section 11.01(1), the Company shall notify all Noteholders, the Trustee and the Conversion Agent promptly and, simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website;

(2) Conversion Upon Specified Corporate Transactions . If the Company elects to distribute to all or substantially all holders of Common Stock:

(i) rights, options or warrants (other than pursuant to a rights plan) entitling such holders to purchase, for a period of 45 calendar days or less from the date of such distribution, shares of Common Stock at a price per share less than the average Closing Sale Price of Common Stock for the ten consecutive Trading Days immediately preceding the declaration date for such distribution; or

(ii) cash or other assets, debt securities or rights to purchase securities of the Company (other than pursuant to a rights plan), which distribution has a per share value, as determined by the Board of Directors, exceeding 10% of the Closing Sale Price of Common Stock on the Trading Day immediately preceding the declaration date for such distribution,

then, in each case, the Company shall notify, in writing, all Noteholders, the Trustee and the Conversion Agent at least 35 Business Days prior to the Ex-Dividend Date for such distribution. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information, including, but not limited to, the declaration date, and make this information available on its website. Once the Company has given such notice, the Notes may be surrendered for conversion at any time until the earlier of 5:00 p.m., New York City time, on the Business Day preceding the Ex-Dividend Date or any announcement by the Company that such distribution will not take place. A Holder may not convert any of its Notes based on this Section 11.01(2) if the Company makes provision for such Holder to participate in the distribution without conversion as a result of holding the Notes on an “as converted” basis (i.e., as though such Holder had exchanged each $1,000 principal amount of its Notes immediately prior to the record date for such distribution for a number of shares of Common Stock equal to the then applicable Conversion Rate);

(3) Conversion Upon a Consolidation, Merger or Sale, Lease, Transfer, Conveyance or other Disposition . In the event the Company is a party to a consolidation, merger, binding share exchange or sale or conveyance of all or substantially all of its property and assets and those of its Subsidiaries taken as a whole that does not constitute a Fundamental Change, in each case pursuant to which Common Stock would be converted into cash, securities and/or other property, at any time beginning at 5:00 p.m., New York City time, 20 Business Days prior to the date the Company notifies Holders as being the anticipated effective date of the transaction and until and including the date which is 15 calendar days after the date that is the actual effective date of such transaction. The Company will notify Holders at least 20 Business Days prior to the anticipated effective date for any such transaction.

(4) Conversion Upon a Fundamental Change. In the event of a Fundamental Change, a Noteholder may surrender all or a portion of its Notes for conversion at any time beginning on the Business Day following the effective date of the Fundamental Change until 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date relating to such Fundamental Change. The Company will notify Holders at least 10 calendar days prior to the

anticipated effective date of any such Fundamental Change. Simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website; and

(5) Conversion Upon Satisfaction of Trading Price Condition. During the five consecutive Business Day period following any five consecutive Trading Day period (the “ Trading Price Measurement Period ”) in which the Trading Price per $1,000 principal amount of Notes, as determined following a request by a Holder in accordance with the procedures set forth in this Section 11.01(5), for each day in the Trading Price Measurement Period, was less than 98% of the product of the Closing Sale Price of Common Stock and the applicable Conversion Rate. In connection with any conversion in accordance with this Section 11.01(5), the Bid Solicitation Agent shall have no obligation to determine the Trading Price of the Notes unless requested by the Company; and the Company shall have no obligation to make such request unless a Holder provides the Company with reasonable evidence that the Trading Price per $1,000 principal amount of Notes would be less than 98% of the product of the Closing Sale Price of Common Stock and the applicable Conversion Rate. At such time, the Company shall instruct the Bid Solicitation Agent to determine the Trading Price of the Notes beginning on the next Trading Day and on each successive Trading Day until the Trading Price per $1,000 principal amount of Notes is greater than or equal to 98% of the product of the Closing Sale Price of Common Stock and the applicable Conversion Rate. Whenever the Notes shall become convertible pursuant to this Section 11.01(5), the Company shall notify all Noteholders, the Trustee and the Conversion Agent promptly and, simultaneously with providing such notice, the Company shall issue a press release containing the relevant information and make this information available on its website.

SECTION 11.02. Right to Convert On or After the HSR Redemption Notice Deadline . Upon compliance with the provisions of this Article 11, a Noteholder shall have the right, at such Holder’s option, on or after the HSR Redemption Notice Deadline to convert all or any portion (if the portion to be converted is $1,000 principal amount or multiple thereof) of such Notes, at any time prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Maturity Date based on the Conversion Rate (the “ Post-HSR Deadline Conversion Obligation ”).

SECTION 11.03. Conversion Procedures .

(a) In order to exercise the conversion right with respect to any Notes in certificated form, a Holder must (A) complete and manually sign an irrevocable notice of conversion in the form entitled “Form of Conversion Notice” attached to the reverse of such certificated Note (or a facsimile thereof) (a “ Conversion Notice ”), (B) deliver such Conversion Notice and certificated Note to the Conversion Agent at the office of the Conversion Agent, (C) if required, furnish endorsements and transfer documents as may be required by the Conversion Agent, (D) if required pursuant to Section 11.04(i), pay funds equal to interest payable on the next Interest Payment Date and (E) if required pursuant to this Indenture, pay all transfer or similar taxes or duties.

(b) In order to exercise the conversion right with respect to any interest in a Global Note, a Holder must (A) comply with the Depositary’s procedures for converting a beneficial interest in a Global Note, (B) if required pursuant to Section 11.04(i), pay funds equal to interest payable on the next Interest Payment Date; and (C) if required pursuant to this Indenture pay all transfer or similar taxes or duties.

(c) If a Holder has submitted any Notes for repurchase pursuant to Section 4.01, such Notes may be converted only if the Holder submits a withdrawal notice in accordance with Section 4.03 prior to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date and if such Notes are evidenced by a Global Note, if the Holder complies with appropriate Depositary procedures.

SECTION 11.04. Settlement Upon Conversion .

(a) Subject to this Section 11.04, upon any conversion of any Note, the Company shall deliver to converting Holders, in respect of each $1,000 principal amount of Notes being converted, solely cash, solely shares of Common Stock or a combination of cash and Common Stock (the “ Conversion Settlement Amount ”), at the Company’s election and without the consent of the Holders, as set forth in Section 11.04(g).

(b) Except to the extent the Company has made an Irrevocable Settlement Election, the Company shall inform Holders in writing through the Trustee of its election to deliver shares of Common Stock (together with cash in lieu of any fractional shares), pay cash or deliver and pay, as the case may be, a combination thereof (together with cash in lieu of any fractional shares, and the Specified Dollar Amount, if applicable, as described in the immediately succeeding paragraph) upon conversion of any Notes as follows:

(i) if a Fundamental Change has occurred, in the notice of Fundamental Change set forth in Section 4.02;

(ii) in respect of the Notes to be converted during the period beginning 25 Trading Days preceding the Maturity Date and ending one Trading Day preceding the Maturity Date, 26 Trading Days preceding the Maturity Date; and

(iii) in all other cases, no later than two Trading Days following the Conversion Date.

(c) If, in respect of any conversion of Notes, the Company has not made an Irrevocable Settlement Election, and the Company does not give notice (including notice of the Specified Dollar Amount, if applicable) within the time periods described in the immediately preceding section as to how it intends to settle its Conversion Obligation with respect to such Notes, the Company shall satisfy such Conversion Obligation by delivering solely shares of Common Stock (other than paying cash in lieu of any fractional share). If the Company chooses to satisfy a portion of its Conversion Obligation by paying cash (other than solely cash in lieu of any fractional share), or if the Company has made an Irrevocable Settlement Election, the Company shall notify the converting Holder(s) during the applicable periods set forth in the immediately preceding section of the Specified Dollar Amount; provided that if the Company has previously made an Irrevocable Settlement Election, the Specified Dollar Amount must be at

least equal to the Minimum Cash Amount. If, subsequent to the Company making an Irrevocable Settlement Election or electing to satisfy a portion (but not all) of its Conversion Obligation by paying cash (other than solely cash in lieu of any fractional share), the Company fails to timely notify converting Holders of the Specified Dollar Amount, the Specified Dollar Amount shall be deemed to be the Minimum Cash Amount.

(d) If the Company elects to settle any conversion of Notes by delivering solely shares of Common Stock (other than paying solely cash in lieu of fractional shares), such settlement shall occur as soon as practicable after the Company has given notice of such method of settlement. Any settlement of a conversion of the Notes made entirely or partially in cash (other than solely cash in lieu of any fractional share) (including if the Issuer has made an Irrevocable Settlement Election) shall occur on the third Business Day immediately following the final Trading Day of the Conversion Period.

(e) The Company shall treat all converting Holders with the same Conversion Date in the same manner. Except to the extent the Company has made an Irrevocable Settlement Election, the Company shall not have any obligation to settle conversions occurring on different Conversion Dates in the same manner.

(f) At any time on or prior to the 26 th day preceding the Maturity Date, the Company may irrevocably elect to satisfy its Conversion Obligation with respect to all Notes having a Conversion Date on or after the date of such election by paying cash for at least a specified dollar amount (the “ Minimum Cash Amount ”) and delivering, as the case may be, cash, shares of Common Stock or a combination thereof in respect of the remainder, if any, of the Conversion Obligation. Such election (an “ Irrevocable Settlement Election ”) shall be in the Company’s sole discretion and shall not require the consent of Holders. Upon making an Irrevocable Settlement Election, the Company shall promptly (i) issue a press release and post such information on its website or otherwise publicly disclose this information and (ii) provide written notice to Holders by mailing such notice to Holders at their addresses shown in the Register, or if such Notes are held in book entry form through the Depositary, through the applicable notice procedures of the Depositary.

(g) The Conversion Settlement Amount in respect of any conversion of Notes shall be computed as follows:

(i) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by delivering solely Common Stock, the Company will deliver to the converting Holder a number of shares of Common Stock equal to (1)(i) the aggregate principal amount of Notes to be converted, divided by (ii) $1,000, multiplied by (2) the then-applicable Conversion Rate on the Conversion Date ( provided that the Issuer shall pay cash in lieu of any fractional share);

(ii) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying solely cash, the Company shall pay to the converting Holder cash in an amount per $1,000 principal amount of Notes being converted equal to the sum of the Daily Conversion Values for each of the 25 consecutive Trading Days during the relevant Conversion Period; and

(iii) if the Company elects to satisfy its Conversion Obligation in respect of such conversion by paying and delivering, as the case may be, a combination of cash and shares of Common Stock (including if the Company has made an Irrevocable Settlement Election) the Company shall pay and deliver to the converting Holder in respect of each $1,000 principal amount of Notes being converted an amount of cash and a number of whole shares of Common Stock equal to the sum of the Daily Settlement Amounts for each of the 25 consecutive Trading Days during the relevant Conversion Period.

(h) Subject to Section 11.04(i), upon conversion, Holders shall not receive any separate cash payment for accrued and unpaid interest, unless such conversion occurs between a Regular Record Date and the Interest Payment Date to which it relates, in which case such interest shall be paid on such Interest Payment Date to the Holders of record on such Regular Record Date.

(i) Upon the conversion of any Notes, the Holder shall not be entitled to receive any additional cash payment for accrued and unpaid interest or Additional Interest, if any, except to the extent specified below. The Company’s delivery to the Holder of cash and, if applicable, Common Stock, together with any cash payment for any fractional share of Common Stock, into which a Note is convertible shall be deemed to satisfy in full the Company’s obligation to pay the principal amount of the Notes so converted and accrued and unpaid interest, to, but not including, the Conversion Date. As a result, accrued and unpaid interest, to, but not including, the Conversion Date shall be deemed to be paid in full rather than cancelled, extinguished or forfeited. Notwithstanding the foregoing, any Notes or portion thereof surrendered for conversion after 5:00 p.m., New York City time on the Regular Record Date for an Interest Payment Date but prior to the applicable Interest Payment Date shall be accompanied by payment from the Holder, whether or not such Holder was the Holder of record on the relevant date, in immediately available funds or other funds acceptable to the Company, of an amount equal to the interest otherwise payable on such Interest Payment Date on the principal amount being converted; provided that no such payment need be made (i) for conversions following the Regular Record Date immediately preceding the Maturity Date, (ii) if the Company has specified a Fundamental Change Repurchase Date that is after a Regular Record Date and on or prior to the corresponding Interest Payment Date, (iii) if the Company has specified a Redemption Date that is after the Regular Record Date and on or prior to the corresponding Interest Payment Date, or (iv) to the extent of any overdue interest, if any overdue interest exists at the time of conversion with respect to such Note.

(j) The Company shall not issue fractional shares of Common Stock upon conversion of Notes. If multiple Notes shall be surrendered for conversion at one time by the same Holder, the number of full shares which shall be issuable upon conversion shall be computed on the basis of the aggregate principal amount of the Notes (or specified portions thereof to the extent permitted hereby) so surrendered. If any fractional share of stock would be issuable upon the conversion of any Notes, the Company shall make payment therefor in cash in lieu of fractional shares of Common Stock based on the VWAP of its Common Stock on the relevant Conversion Date (if the Company elects to satisfy its Conversion Obligation solely in shares of Common Stock) and based on the VWAP of the Common Stock on the last Trading Day of the relevant Conversion Period (in the case of any other settlement method).

SECTION 11.05. Adjustment of Conversion Rate . The Conversion Rate shall be adjusted from time to time by the Company, without duplication, as follows:

(a) If the Company issues shares of Common Stock as a dividend or distribution on the Common Stock, which dividend or distribution consists exclusively of shares of Common Stock, or if the Company effects a share split or share combination, the Conversion Rate shall be adjusted based on the following formula:

CR 1	=	CR 0	×	OS 1
				OS 0

where,

CR 1 =

the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or combination, as the case may be;

CR 0 =

the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Ex-Dividend Date for such dividend or distribution or the effective date of such share split or combination, as the case may be;

OS 0 =

the number of shares of Common Stock outstanding at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Ex-Dividend date for such dividend or distribution or the effective date of such share split or combination;

OS 1 =

the number of shares of Common Stock that would be outstanding immediately after, and solely as a result of, such dividend, distribution, share split or combination, as the case may be.

Such adjustment shall become effective at 9:00 a.m., New York City time, on (x) the Ex-Dividend Date for such dividend or distribution or (y) the effective date of such subdivision or combination. If any dividend or distribution described in this Section 11.05(a) is declared but not so paid or made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to make such dividend or distribution, to the Conversion Rate that would then be in effect if such dividend or distribution had not been declared.

(b) If the Company shall distribute to all or substantially all holders of Common Stock any rights, options or warrants entitling such holders to purchase, for a period of forty-five (45) calendar days or less from the issuance date for such distribution, shares of Common Stock at a price per share less than the average of the Closing Sale Prices of the Common stock over the 10 consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the declaration date for the issuance of such rights or warrants of Common Stock, in which event the Conversion Rate will be adjusted based on the following formula:

CR 1	=	CR 0	×	OS 0 + X
				OS 0 + Y

where,

CR 1 =

Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

CR 0 =

the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Ex-Dividend Date for such distribution;

OS 0 =

the number of shares of Common Stock outstanding at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Ex-Dividend Date for such distribution;

X =	the total number of shares of Common Stock issuable pursuant to such rights, options or warrants; and

Y =

the number of shares of Common Stock equal to the aggregate price payable to exercise such rights, options or warrants, divided by the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution.

Such adjustment shall become effective immediately at 9:00 a.m., New York City time, on the Ex-Dividend Date for such issuance. In the event that such rights, options or warrants described in this Section 11.05(b) are not so issued, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to issue such rights or warrants, to the Conversion Rate that would then be in effect if such distribution had not been declared. To the extent that such rights or warrants are not exercised prior to their expiration or shares of Common Stock are otherwise not delivered pursuant to such rights or warrants upon the exercise of such rights or warrants, the Conversion Rate shall be readjusted to the Conversion Rate that would then be in effect had the adjustments made upon the issuance of such rights or warrants been made on the basis of the delivery of only the number of shares of Common Stock actually delivered. In determining the aggregate price payable for such shares of Common Stock, there shall be taken into account any consideration received for such rights or warrants and the value of such consideration (if other than cash, to be determined by the Board of Directors).

(c) If the Company shall distribute to all or substantially all holders of Common Stock, shares of the Capital Stock of the Company (other than Common Stock), evidences of the Company’s indebtedness or assets or property, including securities, but excluding:

(1) any dividends or distributions referred to in Section 11.05(a);

(2) any distributions referred to in Section 11.05(b);

(3) any dividends or distributions referred to in Section 11.05(d); or

(4) any Spin-Off to which the provisions set forth below in this Section 11.05(c) apply,

in which event the Conversion Rate will be adjusted based on the following formula:

CR 1	=	CR 0	×	SP 0
				SP 0 – FMV

where,

CR 1 =

Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such distribution;

CR 0 =

the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Ex-Dividend Date for such distribution;

SP 0 =

the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

FMV=	the Fair Market Value (as determined by the Board of Directors) of the shares of Capital Stock, evidences of indebtedness, assets or property distributed with respect to each outstanding share of Common Stock as of the open of business on the Ex-Dividend Date for such distribution.

Such adjustment made pursuant to the preceding paragraph of this Section 11.05(c) shall become effective at 9:00 a.m., New York City time, on the Ex-Dividend Date for such distribution. In the event that such distribution described in the preceding paragraph of this Section 11.05(c) is not so made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to effect such distribution, to the Conversion Rate which would then be in effect if such distribution had not been declared.

In cases where the Fair Market Value of assets, debt securities or certain rights, warrants or options to purchase the Company’s securities, applicable to one share of Common Stock, distributed to all or substantially all stockholders:

(i) equals or exceeds the average Closing Sale Price of Common Stock over the ten consecutive Trading Day period ending on, and including, the Trading Day immediately preceding the Ex-Dividend Date for such distribution, or

(ii) such average Closing Sale Price exceeds the Fair Market Value of such assets, debt securities or rights, warrants or options so distributed by less than $1.00,

rather than being entitled to an adjustment in the Conversion Rate, the Holder of a Note will be entitled to receive upon conversion, in addition to the cash equal to the Conversion Settlement Amount, the kind and amount of assets, debt securities or rights, warrants or options comprising

the distribution, if any, that such Holder would have received if such Holder had converted such Notes immediately prior to the record date for determining the stockholders entitled to receive the distribution.

If the transaction that gives rise to an adjustment pursuant to this Section 11.05(c) is, however, one pursuant to which the payment of a dividend or other distribution on Common Stock consists of shares of Capital Stock of, or similar equity interests in, a Subsidiary or other business unit of the Company (a “ Spin-Off ”) that are listed on any national or regional securities exchange, then the Conversion Rate will instead be adjusted based on the following formula:

CR 1	=	CR 0	×	FMV + MP 0
				MP 0

where,

CR 1 =

the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for the Spin-Off;

CR 0 =

the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Ex-Dividend Date for the Spin-Off;

FMV=

the average of the last reported sales price of the Capital Stock or similar equity interest distributed to holders of Common Stock applicable to one share of Common Stock over the first 10 consecutive Trading Day period immediately following, and including, the third Trading Day after the Ex-Dividend Date for such Spin-Off (such period, the “ Valuation Period ”); and

MP 0 =

the average of the Closing Sale Prices of the Common Stock over the Valuation Period.

Such adjustment made pursuant to the preceding paragraph of this Section 11.05(c) shall be made immediately prior to 9:00 a.m., New York City time, on the Trading Day after the last day of the Valuation Period, but will be given effect at 9:00 a.m., New York City time, on the Ex-Dividend Date for the Spin-Off. If the Ex-Dividend Date for the Spin-Off is less than ten Trading Days prior to, and including, the end of the applicable Conversion Period in respect of any conversion, references within this Section 11.05(c) to ten Trading Days shall be deemed replaced, for purposes of calculating the affected daily Conversion Rates in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for the Spin-Off to, and including, the last Trading Day of such applicable Conversion Period. For purposes of determining the applicable Conversion Rate, in respect of any conversion during the ten Trading Days commencing on the Ex-Dividend Date for any Spin-Off, references within the portion of this Section 11.05(c) related to Spin-Offs to ten Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Ex-Dividend Date for such Spin-Off to, but excluding, the relevant Conversion Date. In the event that such Spin-Off described in the preceding paragraph of this Section 11.05(c) is not so made, the Conversion Rate shall be readjusted, effective as of the date

the Board of Directors publicly announces its decision not to effect such Spin-Off, to be the Conversion Rate which would then be in effect if such Spin-Off had not been declared.

(d) If the Company pays any dividends or other distributions consisting exclusively of cash to all or substantially all holders of Common Stock (other than dividends or distributions made in connection with the Company’s liquidation, dissolution or winding-up or upon a Reorganization Event), in which event the Conversion Rate will be adjusted based on the following formula:

CR 1	=	CR 0	×	SP 0
				SP 0 – C

where,

CR 1 =

the Conversion Rate in effect immediately prior to the open of business on the Ex-Dividend Date for such dividend or distribution;

CR 0 =

the Conversion Rate in effect at 5:00 p.m., New York City time, on the Trading Day immediately preceding the Ex-Dividend Date for such distribution;

SP 0 =

the average of the Closing Sale Prices of the Common Stock over the 10 consecutive Trading Day period ending on the Trading Day immediately preceding the Ex-Dividend Date for such distribution; and

C =	the amount in cash per share the Company distributes to holders of its Common Stock.

If “C” (as defined above) is equal to or greater than “SP 0 ” (as defined above), in lieu of the foregoing increase, each Holder shall receive, for each $1,000 principal amount of Notes it holds, at the same time and upon the same terms as holders of shares of our common stock, the amount of cash that such Holder would have received if such Holder owned a number of shares of our common stock equal to the conversion rate on the ex-dividend date for such cash dividend or distribution.

Such adjustment shall become effective at 9:00 a.m., New York City time, on the Ex-Dividend Date for such dividend or distribution. In the event that any distribution described in this Section 11.05(d) is not so made, the Conversion Rate shall be readjusted, effective as of the date the Board of Directors publicly announces its decision not to pay such dividend or distribution, to be the Conversion Rate which would then be in effect if such dividend or distribution had not been declared.

(e) If the Company or any of its Subsidiaries makes a payment in respect of a tender offer or exchange offer for the Common Stock to the extent that the cash and value of any other consideration included in the payment per share of Common Stock exceeds the Closing Sale Price of Common Stock on the Trading Day immediately succeeding the last date (the “Expiration Date” ) on which tenders or exchanges may be made pursuant to such tender offer or exchange offer, the Conversion Rate will be adjusted based on the following formula:

CR 1	=	CR 0	×	AC + ( SP 1 × OS 1 )
				OS 0 × SP 1

where,

CR 1 =

the Conversion Rate in effect at 5:00 p.m., New York City time on the Trading Day immediately following the Expiration Date;

CR 0 =

the Conversion Rate in effect at 5:00 p.m. New York City time on the Expiration Date;

AC =	the aggregate value of all cash and any other consideration (as determined by the Board of Directors) paid or payable for shares purchased in such tender or exchange offer;

SP 1 =

the average of the Closing Sale Prices of Common Stock over the 10 consecutive Trading Day period commencing on, and including, the Trading Day next succeeding the Expiration Date (the “ Averaging Period ”);

OS 1 =

the number of shares of Common Stock outstanding immediately after the close of business on the Expiration Date (after giving effect to such tender offer or exchange offer); and

OS 0 =

the number of shares of Common Stock outstanding immediately prior to the Expiration Date (prior to giving effect to such tender offer or exchange offer).

Such adjustment shall become effective at 9:00 a.m., New York City time, on the Trading Day next succeeding the Expiration Date. If the Trading Day next succeeding the Expiration Date is less than ten Trading Days prior to, and including, the end of the applicable Conversion Period in respect of any conversion, references within this Section 11.05(e) to ten Trading Days shall be deemed replaced, for purposes of calculating the affected daily Conversion Rates in respect of that conversion, with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date to, and including, the last Trading Day of such Conversion Period. For purposes of determining the applicable Conversion Rate, in respect of any conversion during the ten Trading Days commencing on the Trading Day next succeeding the Expiration Date, references within this Section 11.05(e) to ten Trading Days shall be deemed replaced with such lesser number of Trading Days as have elapsed from, and including, the Trading Day next succeeding the Expiration Date to, but excluding, the relevant Conversion Date. In the event that the Company is, or one of the Company’s Subsidiaries is, obligated to purchase shares of Common Stock pursuant to any such tender offer or exchange offer, but the Company is, or such Subsidiary is, permanently prevented by applicable law from effecting any such purchases, or all such purchases are rescinded, then the Conversion Rate shall be readjusted to be the Conversion Rate which would then be in effect if such tender offer or exchange offer had not been made. Except as set forth in the preceding sentence, if the application of this Section 11.05(e) to any tender offer or exchange offer would result in a decrease in the Conversion Rate, no adjustment shall be made for such tender offer or exchange offer under this Section 11.05(e).

(f) To the extent permitted by applicable law, the Company from time to time may increase the Conversion Rate by any amount for a period of at least 20 calendar days if the increase is irrevocable during the period and the Board of Directors shall have made a determination that such increase would be in the Company’s best interest, which determination shall be conclusive. Whenever the Conversion Rate is increased pursuant to the preceding sentence, the Company shall mail to Holders of the Notes a notice of the increase, which notice will be given at least fifteen calendar days prior to the effectiveness of any such increase, and such notice shall state the increased Conversion Rate and the period during which it will be in effect.

(g) In addition, the Company may (but is not required to) increase the Conversion Rate to avoid or diminish any income tax to holders of Common Stock or rights to purchase Common Stock in connection with any dividend or distribution of shares (or rights to acquire shares) or similar event.

(h) All calculations and other determinations under this Article 11 shall be made by the Company and shall be made to the nearest one-ten thousandth (1/10,000th) of a share. No adjustment pursuant to this Section 11.05 to the Conversion Rate shall be required unless such adjustment would require a change of at least one percent (1%) in such Conversion Rate; provided that any adjustments that by reason of this Section 11.05(i) are not required to be made shall be carried forward and taken into account in any subsequent adjustment and make such carried forward adjustments, regardless of whether the aggregate adjustment is less than 1%, (x) annually on the anniversary of the Closing Date and otherwise (y)(1) upon conversion of any Notes, (2) upon the giving of any Redemption Notice or (3) prior to the Fundamental Change Repurchase Date, unless such adjustment has already been made.

(i) Whenever the Conversion Rate is adjusted as herein provided, the Company will issue a press release containing the relevant information, including, but not limited to, any applicable declaration date, and make this information available on its website. In addition, the Company shall promptly file with the Trustee and any Conversion Agent other than the Trustee an Officers’ Certificate setting forth any applicable declaration date and the Conversion Rate after such adjustment and setting forth a brief statement of the facts requiring such adjustment. Unless and until a Responsible Officer of the Trustee shall have received such Officers’ Certificate, the Trustee shall not be deemed to have knowledge of any adjustment of the Conversion Rate and may assume without inquiry that the last Conversion Rate of which it has knowledge is still in effect. Promptly after delivery of such certificate, the Company shall prepare a notice of such adjustment of the Conversion Rate setting forth the adjusted Conversion Rate and the date on which each adjustment becomes effective and shall mail such notice of such adjustment of the Conversion Rate to the Holder of each Note at its last address appearing on the Register within 20 calendar days of the effective date of such adjustment. Failure to deliver such notice shall not affect the legality or validity of any such adjustment.

(j) In any case in which this Section 11.05 provides that an adjustment shall become effective at 9:00 a.m., New York City time, on (i) the Ex-Dividend Date for a dividend or distribution described in Section 11.05(a), 11.05(c) and 11.05(d), (ii) the effective date for a subdivision or combination of Common Stock described in Section 11.05(a), (iii) the Ex-

Dividend Date for the determination of stockholders entitled to receive a rights or warrants pursuant to Section 11.05(b), or (iv) the Expiration Date for any tender or exchange offer pursuant to Section 11.05(e), (each a “ Determination Date ”), the Company may elect to defer until the occurrence of the applicable Adjustment Event (as hereinafter defined) (x) paying to the Holder of any Notes converted after such Determination Date and before the occurrence of such Adjustment Event, the cash payable in respect of the Additional Shares of Common Stock upon which the Conversion Rate would be based over and above the shares of Common Stock upon which the Conversion Rate would be based before giving effect to such adjustment. For purposes of this Section 11.05(k), the term “ Adjustment Event ” shall mean:

(i) in any case referred to in clause (i) hereof, the date any such dividend or distribution is paid or made,

(ii) in any case referred to in clause (ii) hereof, the occurrence of such event,

(iii) in any case referred to in clause (iii) hereof, the date of expiration of such rights or warrants, and

(iv) in any case referred to in clause (iv) hereof, the date a sale or exchange of Common Stock pursuant to such tender or exchange offer is consummated and becomes irrevocable.

(k) Notwithstanding any of the foregoing clauses in this Section 11.05, the applicable Conversion Rate will not be adjusted pursuant to this Section 11.05 if the Holders of the Notes will participate in the transaction that would otherwise give rise to adjustment pursuant to this Section 11.05 without conversion of such Holder’s Notes on an “as converted” basis (i.e., as though such Holder had exchanged each $1,000 principal amount of its Notes immediately prior to the record date for such transaction for a number of shares of Common Stock equal to the then applicable Conversion Rate). In no event will the Company adjust the Conversion Rate to the extent that the adjustment would reduce the Conversion Price below the par value per share of Common Stock. In addition, the applicable Conversion Rate will not be adjusted:

(1) upon the issuance of any shares of Common Stock pursuant to any present or future plan providing for the reinvestment of dividends or interest payable on the Company’s securities and the investment of additional optional amounts in shares of Common Stock under any plan;

(2) upon the issuance of any shares of Common Stock or options or rights to purchase those shares pursuant to any present or future employee, director or consultant benefit plan or program of or assumed by the Company or any of the Company’s Subsidiaries;

(3) upon the issuance of any shares of Common Stock pursuant to any option, warrant, right or exercisable, exchangeable or convertible security not described in the preceding clause (2) and outstanding as of the Issue Date;

(4) for a change in the par value of Common Stock; or

(5) for accrued and unpaid interest.

(l) For purposes of this Section 11.05, the number of shares of Common Stock at any time outstanding shall not include shares held in the treasury of the Company but shall include shares issuable in respect of scrip certificates issued in lieu of fractions of shares of Common Stock. The Company will not pay any dividend or make any distribution on shares of Common Stock held in the treasury of the Company.

(m) Whenever any provision of this Indenture requires the Company to calculate an average of Closing Sale Prices of Common Stock over multiple days, the Company will make appropriate adjustments (determined by the Board of Directors) to account for any adjustment to the Conversion Rate that becomes effective or any event requiring an adjustment to the Conversion Rate where the Ex-Dividend Date of the event occurs at any time during the period during which the average is to be calculated. In addition, if during a period applicable for calculating the VWAP or Closing Sale Price of Common Stock an event occurs that requires an adjustment to the Conversion Rate, the VWAP or Closing Sale Price of Common Stock shall be calculated for such period in a manner determined by the Company to appropriately reflect the impact of such event on the price of Common Stock during such period.

SECTION 11.06. Effect of Reclassification, Consolidation, Merger or Sale . If any of the following events occur:

(a) any reclassification or change of the outstanding Common Stock (other than a change in par value or as a result of a subdivision or combination to which Section 11.05(a) applies),

(b) any consolidation or merger of the Company with or into another Person or any sale, lease, transfer, conveyance or other disposition of all or substantially all of the Company’s assets and those of its Subsidiaries taken as a whole to any other Person or Persons,

and, in either case, the holders of Common Stock receive stock, other securities or other property or assets (including cash or any combination thereof) with respect to or in exchange for such Common Stock, (any such event or transaction, a “ Reorganization Event ”), in each case, the Company or the Successor Company, as the case may be, shall execute with the Trustee a supplemental indenture (which shall comply with the Trust Indenture Act as in force at the date of execution of such supplemental indenture, if such supplemental indenture is then required to so comply) providing that from, and after the effective date of such Reorganization Event, the Conversion Settlement Amount shall, without the consent of any Holders of Notes, become convertible based on the value over the applicable Conversion Period of the cash, securities or other property consideration which the holders of Common Stock received in such Reorganization Event (the “ Reference Property ”). If the Reorganization Event causes Common Stock to be converted into the right to receive more than a single type of consideration (determined based in part upon any form of stockholder election), the Reference Property upon which the Conversion Settlement Amount will be based will be deemed to be the weighted average of the kind and amount of consideration received by the holders of Common Stock that affirmatively make such an election. In all cases, the provisions under Sections 11.05 and 11.09 shall continue to apply with respect to the calculation of the Conversion Settlement Amount,

with the Daily Conversion Value, Daily Settlement Amount and the VWAP determined based on a unit of Reference Property that a holder of one share of Common Stock would have received in such transaction; provided , however , that if the holders of Common Stock receive only cash in such Reorganization Event, the Conversion Settlement Amount for each $1,000 principal amount of Notes shall equal the Conversion Rate in effect on the Conversion Date multiplied by the price paid per share of Common Stock in such Reorganization Event and settlement will occur on the third trading day following the Conversion Date. The Company hereby agrees not to become a party to any such transaction unless its terms are consistent with the foregoing. Such supplemental indenture shall provide for adjustments which shall be as nearly equivalent as practicable to the adjustments provided for in this Article 11.

The Company shall cause notice of the execution of such supplemental indenture to be mailed to each Noteholder, at the address of such Holder as it appears on the Register of the Notes maintained by the Registrar, within twenty calendar days after execution thereof. Failure to deliver such notice shall not affect the legality or validity of such supplemental indenture.

The above provisions of this Section 11.06 shall similarly apply to successive reclassifications, changes, consolidations, mergers, sales, leases, transfers, conveyances or other dispositions.

SECTION 11.07. Notice to Holders Prior to Certain Actions . Except where notice is required pursuant to Section 11.01 or Section 11.02, in case:

(a) the Company shall declare a dividend (or any other distribution) on its Common Stock that would require an adjustment in the Conversion Rate pursuant to Section 11.05; or

(b) the Company shall authorize the granting to all or substantially all of the holders of its Common Stock of rights or warrants to subscribe for or purchase any share of any class or any other rights or warrants that would require an adjustment in the Conversion Rate pursuant to Section 11.05; or

(c) of any reclassification of Common Stock of the Company (other than a share split or share combination of its outstanding Common Stock, or a change in par value), or of any share exchange, consolidation or merger to which the Company is a party and for which approval of any shareholders of the Company is required, or of the conveyance, transfer, sale, lease or other disposition of all or substantially all of the consolidated assets of the Company; or

(d) of the voluntary or involuntary dissolution, liquidation or winding up of the Company;

the Company shall cause to be filed with the Trustee and to be mailed to each Noteholder at his address appearing on the Register provided for in Section 2.05, as promptly as possible but in any event at least 20 calendar days prior to the applicable date hereinafter specified, a notice stating (x) the declaration date of the dividend or other distribution, (y) the date on which a

record is to be taken for the purpose of such dividend, distribution or rights or warrants, or, if a record is not to be taken, the date as of which the holders of Common Stock of record to be entitled to such dividend, distribution or rights are to be determined, or (z) the date on which such reclassification, share exchange, consolidation, merger, conveyance, transfer, sale, lease or other disposition, dissolution, liquidation or winding up is expected to become effective or occur, and the date as of which it is expected that holders of Common Stock of record shall be entitled to exchange their Common Stock for securities or other property deliverable upon such reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such dividend, distribution, reclassification, consolidation, merger, sale, transfer, dissolution, liquidation or winding up.

SECTION 11.08. Shareholder Rights Plans . If the rights provided for in any rights plan adopted by the Company have separated from Common Stock in accordance with the provisions of such rights plan, the Conversion Rate will be adjusted as provided in Section 11.05(c).

SECTION 11.09. Adjustment to Conversion Rate Upon a Non-Stock Change of Control and Certain Notices of Redemption.

(a) If (i) a Holder elects to convert its Notes in connection with a Non-Stock Change of Control, or (ii) the Company elects to redeem all but not less than all of the Notes pursuant to Section 3.01, then in each case the Conversion Rate applicable to such converted or redeemed Notes shall be increased by a number of additional shares of Common Stock (the “ Additional Shares ”) as set forth below.

(b) Any conversion by a Holder will be deemed to have occurred in connection with a Non-Stock Change of Control only if the Conversion Notice is received by the Conversion Agent during the period from the Business Day following the Non-Stock Change of Control Effective Date to 5:00 p.m., New York City time, on the Business Day immediately preceding the Fundamental Change Repurchase Date relating to such Non-Stock Change of Control and notwithstanding the fact that a Note may then be convertible because another condition to conversion has been satisfied. The number of Additional Shares shall be determined by reference to the table below, based on the Effective Date and the Non-Stock Change of Control Stock Price. If holders of Common Stock receive only cash in the Non-Stock Change of Control, the Non-Stock Change of Control Stock Price shall be the cash amount paid per share. Otherwise, the Non-Stock Change of Control Stock Price shall be the average of the Closing Sale Prices of Common Stock on the five Trading Days prior to, but not including, the Effective Date of such Non-Stock Change of Control.

(c) With respect to a redemption of Notes pursuant to Section 3.01, the Additional Shares will be determined by reference to the table below, based on the Redemption Notice Effective Date and the Redemption Stock Price.

The number of Additional Shares set forth in the table below shall be adjusted in the same manner as and as of any date on which the Conversion Rate is adjusted pursuant to this Article 11. The stock prices set forth in the first row of the table below (i.e., the column headers)

shall be adjusted, as of any date on which the Conversion Rate is adjusted, to equal the stock prices applicable immediately prior to such adjustment, multiplied by a fraction, the numerator of which shall be the Conversion Rate immediately prior to the adjustment and the denominator of which shall be the Conversion Rate as so adjusted.

The following table sets forth the Stock Price and number of Additional Shares by which the Conversion Rate shall be increased:

	Stock Price
Effective Date	$16.83	$19.00	$21.46	$25.00	$30.00	$35.00	$40.00	$45.00	$50.00	$60.00	$70.00	$80.00
November 22, 2011	12.8156	12.6809	10.0194	7.3714	5.0112	3.5376	2.5580	1.8758	1.3843	0.7482	0.3806	0.1634
December 15, 2012	12.8156	11.9437	9.2567	6.6454	4.3925	3.0340	2.1562	1.5584	1.1350	0.5961	0.2908	0.1140
December 15, 2013	12.8156	11.0266	8.2941	5.7265	3.6181	2.4155	1.6735	1.1857	0.8485	0.4288	0.1954	0.0620
December 15, 2014	12.8156	9.8216	6.9878	4.4692	2.5794	1.6142	1.0722	0.7395	0.5189	0.2506	0.1010	0.0161
December 15, 2015	12.8156	8.1833	5.0692	2.5980	1.1170	0.5746	0.3527	0.2418	0.1727	0.0821	0.0209	0.0000
December 15, 2016	12.8156	6.0294	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000	0.0000

provided , however , that:

(1) If the Stock Price and Effective Date are not set forth on the table above and the Stock Price is between two Stock Prices set forth in such table or the Effective Date is between two Effective Dates set forth in the table, the number of Additional Shares shall be determined by the Company by straight-line interpolation between the number of Additional Shares set forth for the higher and lower Stock Price amounts and the two Effective Dates, as applicable, based on a 360-day year.

(2) If the Stock Price is:

(a) in excess of $80.00 per share (subject to adjustment), the Conversion Rate will not be increased; or

(b) less than $16.83 per share (subject to adjustment), the Conversion Rate will not be increased.

(3) Notwithstanding the foregoing, in no event will the Conversion Rate as adjusted exceed $59.4177 per $1,000 principal amount of the Notes, subject to adjustment in the same manner as the Conversion Rate as set forth in this Article 11.

SECTION 11.10. Responsibility of Trustee . The Trustee and any other Conversion Agent shall not at any time be under any duty or responsibility to any Holder of Notes to determine the Conversion Rate or whether any facts exist that may require any adjustment (including any increase) of the Conversion Rate, or with respect to the nature or extent or calculation of any such adjustment when made, or with respect to the method employed, or herein or in any supplemental indenture provided to be employed, in making the same. The Trustee and any other Conversion Agent shall not be accountable with respect to the amount of the cash (or to the extent provided by Section 11.05(f), the validity or value or the kind or amount of any assets, debt securities or rights, warrants or options that may at any time be issued or delivered upon the conversion of any Note); and the Trustee and any other Conversion Agent make no representations with respect thereto. Neither the Trustee nor any Conversion Agent shall be responsible for any failure of the Company to deliver cash (or to the

extent provided by Section 11.05(f), transfer or deliver any assets, debt or rights, warrants or options upon the surrender of any Note) for the purpose of conversion or to comply with any of the duties, responsibilities or covenants of the Company contained in this Article 11. Without limiting the generality of the foregoing, neither the Trustee nor any Conversion Agent shall be under any responsibility to determine the correctness of any provisions contained in any supplemental indenture entered into pursuant to Section 11.06 relating either to the kind or amount of shares of stock or securities or property (including cash) upon which the Conversion Settlement Amount will be based after any event referred to in such Section 11.06 or to any adjustment to be made with respect thereto, but, subject to the provisions of Section 10.01, may accept as conclusive evidence of the correctness of any such provisions, and shall be protected in conclusively relying upon, the Officers’ Certificate (which the Company shall be obligated to file with the Trustee prior to the execution of any such supplemental indenture) with respect thereto. Neither the Trustee nor the Conversion Agent shall be responsible for determining whether any event contemplated by Section 11.01 has occurred that makes the Notes eligible for conversion or no longer eligible therefor until the Company has delivered to the Trustee and the Conversion Agent the notices referred to in Section 11.01 with respect to the commencement or termination of such conversion rights, on which notices the Trustee and the Conversion Agent may conclusively rely, and the Company agrees to deliver such notices to the Trustee and the Conversion Agent immediately after the occurrence of any such event or at such other times as shall be provided for in Section 11.01.

ARTICLE 12

Miscellaneous

SECTION 12.01. Trust Indenture Act Controls . If any provision of this Indenture limits, qualifies or conflicts with another provision which is required to be included in this Indenture by the Trust Indenture Act, the required provision shall control.

SECTION 12.02. Notices . Any notice or communication shall be in writing (including telecopy) and delivered in person or mailed by first-class mail addressed as follows:

if to the Company:

3D Systems Corporation

333 Three D Systems Circle

Rockhill, SC 29730

Attention: President and Chief Executive Officer

if to the Trustee:

Wells Fargo Bank, National Association

7000 Central Parkway

Suite 550

Atlanta, GA 30328

Attention: Corporate Trust Services

The Company or the Trustee by notice to the other may designate additional or different addresses for subsequent notices or communications.

Any notice or communication mailed to a Noteholder shall be mailed to the Noteholder at the Noteholder’s address as it appears on the Register of the Registrar and shall be sufficiently given if so mailed within the time prescribed.

Failure to mail a notice or communication to a Noteholder or any defect in it shall not affect its sufficiency with respect to other Noteholders. If a notice or communication is mailed in the manner provided above, it is duly given, whether or not the addressee receives it.

SECTION 12.03. Communication by Noteholders with Other Noteholders . Noteholders may communicate pursuant to Trust Indenture Act § 312(b) with other Noteholders with respect to their rights under this Indenture or the Notes. The Company, the Trustee, the Registrar and anyone else shall have the protection of Trust Indenture Act § 312(c).

SECTION 12.04. Certificate and Opinion as to Conditions Precedent . Upon any request or application by the Company to the Trustee to take or refrain from taking any action under this Indenture, the Company shall furnish to the Trustee:

(a) an Officers’ Certificate in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of the signers, all conditions precedent, if any, provided for in this Indenture relating to the proposed action have been complied with; and

(b) an Opinion of Counsel in form and substance reasonably satisfactory to the Trustee stating that, in the opinion of such counsel, all such conditions precedent have been complied with.

SECTION 12.05. Statements Required in Certificate or Opinion . Each certificate or opinion with respect to compliance with a covenant or condition provided for in this Indenture shall include:

(a) a statement that the individual making such certificate or opinion has read such covenant or condition;

(b) a brief statement as to the nature and scope of the examination or investigation upon which the statements or opinions contained in such certificate or opinion are based;

(c) a statement that, in the opinion of such individual, he has made such examination or investigation as is necessary to enable him to express an informed opinion as to whether or not such covenant or condition has been complied with; and

(d) a statement as to whether or not, in the opinion of such individual, such covenant or condition has been complied with.

SECTION 12.06. When Notes Disregarded . In determining whether the Noteholders of the required principal amount of Notes have concurred in any direction, waiver or consent, Notes owned by the Company or by any Person directly or indirectly controlling or

controlled by or under direct or indirect common control with the Company shall be disregarded and deemed not to be outstanding, except that, for the purpose of determining whether the Trustee shall be protected in relying on any such direction, waiver or consent, only Notes which a Responsible Officer of the Trustee actually knows are so owned shall be so disregarded. Subject to the foregoing, only Notes outstanding at the time shall be considered in any such determination.

SECTION 12.07. Rules by Trustee, Paying Agent and Registrar . The Trustee may make reasonable rules for action by or a meeting of Noteholders. The Registrar and the Paying Agent may make reasonable rules for their functions.

SECTION 12.08. Business Day . A “ Business Day ” means any day other than a Saturday, a Sunday or a day on which the Federal Reserve Bank of New York is authorized or required by law or executive order to close or be closed.

SECTION 12.09. GOVERNING LAW , WAIVER OF JURY TRIAL; CONSENT TO JURISDICTION AND SERVICE . THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. EACH OF THE COMPANY AND THE TRUSTEE HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS INDENTURE, THE NOTES OR THE TRANSACTION CONTEMPLATED HEREBY.

To the fullest extent permitted by applicable law, the Company hereby irrevocably submits to the jurisdiction of any federal or State court located in the Borough of Manhattan in The City of New York, New York in any suit, action or proceeding based on or arising out of or relating to this Indenture or any Notes and irrevocably agrees that all claims in respect of such suit or proceeding may be determined in any such court. The Company irrevocably waives, to the fullest extent permitted by law, any objection which it may have to the laying of the venue of any such suit, action or proceeding brought in an inconvenient forum. The Company agrees that final judgment in any such suit, action or proceeding brought in such a court shall be conclusive and binding upon the Company, and may be enforced in any courts to the jurisdiction of which the Company is subject by a suit upon such judgment, provided , that service of process is effected upon the Company in the manner specified herein or as otherwise permitted by law. The Company hereby irrevocably designates and appoints Corporation Service Company (the "Process Agent") as its authorized agent for purposes of this section, it being understood that the designation and appointment of the Process Agent as such authorized agent shall become effective immediately without any further action on the part of the Company. The Company further agrees that service of process upon the Process Agent and written notice of said service to the Company, mailed by prepaid registered first class mail or delivered to the Process Agent at its principal office, shall be deemed in every respect effective service of process upon the Company, in any such suit or proceeding. The Company further agrees to take any and all action, including the execution and filing of any and all such documents and instruments as may be necessary, to continue such designation and appointment of the Process Agent in full force and effect so long as the Company, has any outstanding obligations under this Indenture. To the extent the Company has or hereafter may acquire any immunity from jurisdiction of any court or

from any legal process (whether through service of notice, attachment prior to judgment, attachment in aid of execution, executor or otherwise) with respect to itself or its property, the Company hereby irrevocably waives such immunity in respect of its obligations under this Indenture to the extent permitted by law.

SECTION 12.10. No Recourse Against Others . A director, officer, employee, incorporator, shareholder or partner, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or this Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

SECTION 12.11. Successors . All agreements of the Company in this Indenture and the Notes shall bind its successors. All agreements of the Trustee in this Indenture shall bind its successors.

SECTION 12.12. Multiple Originals . The parties may sign any number of copies of this Indenture. Each signed copy shall be an original, but all of them together represent the same agreement. One signed copy is enough to prove this Indenture. The exchange of copies of this Indenture and of signature pages by facsimile or PDF transmission shall constitute effective execution and delivery of this Indenture as to the parties hereto and may be used in lieu of the original Indenture for all purposes. Signatures of the parties hereto transmitted by facsimile or PDF shall be deemed to be their original signatures for all purposes.

SECTION 12.13. Table of Contents; Headings . The table of contents, cross-reference sheet and headings of the Articles and Sections of this Indenture have been inserted for convenience of reference only, are not intended to be considered a part hereof and shall not modify or restrict any of the terms or provisions hereof.

SECTION 12.14. Severability Clause . In case any provision in this Indenture shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby and such provision shall be ineffective only to the extent of such invalidity, illegality or unenforceability.

SECTION 12.15. Calculations . Except as otherwise provided herein, the Company will be responsible for making all calculations called for under the Notes. These calculations include, but are not limited to, determinations of the Closing Sale Price of the Common Stock, the Trading Price of the Notes, accrued interest payable on the Notes, the amount and timing of any adjustments to the Conversion Rate and Conversion Price and the Conversion Settlement Amount deliverable upon conversion. The Company or its agents will make all these calculations in good faith and, absent manifest error, such calculations will be final and binding on Holders. The Company will provide a schedule of these calculations to each of the Trustee and the Conversion Agent, and each of the Trustee and Conversion Agent is entitled to conclusively rely upon the accuracy of the Company’s calculations without independent verification. The Trustee will forward these calculations to any holder of the Notes upon the written request of that Holder.

SECTION 12.16. U.S.A. Patriot Act .

The parties hereto acknowledge that in accordance with Section 326 of the U.S.A. Patriot Act, the Trustee, like all financial institutions and in order to help fight the funding of terrorism and money laundering, is required to obtain, verify, and record information that identifies each person or legal entity that establishes a relationship or opens an account with the Trustee. The parties to this Indenture agree that they will provide the Trustee with such information as it may request in order for the Trustee to satisfy the requirements of the U.S.A. Patriot Act.

IN WITNESS WHEREOF, the parties have caused this Indenture to be duly executed as of the date first written above.

	3D SYSTEMS CORPORATION, as Issuer

	By:	/s/ Robert M. Grace, Jr.
		Name: Robert M. Grace, Jr.
		Title: Vice President, General Counsel and Secretary

	WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

	By:	/s/ Stefan Victory
		Name: Stefan Victory
		Title: Vice President

[Signature page to Indenture]

EXHIBIT A

[FORM OF FACE OF NOTE]

[Global Note Legend]

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (“DTC”), TO 3D SYSTEMS CORPORATION OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

TRANSFERS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR’S NOMINEE AND TRANSFERS OF PORTIONS OF THIS GLOBAL SECURITY SHALL BE LIMITED TO TRANSFERS MADE IN ACCORDANCE WITH THE RESTRICTIONS SET FORTH IN THE INDENTURE REFERRED TO ON THE REVERSE HEREOF.

[Restricted Note Legend]

THIS SECURITY (OR ITS PREDECESSOR) WAS ORIGINALLY ISSUED IN A TRANSACTION EXEMPT FROM REGISTRATION UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND THIS SECURITY MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN APPLICABLE EXEMPTION THEREFROM. EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

THE HOLDER OF THIS SECURITY AGREES FOR THE BENEFIT OF THE COMPANY THAT (A) THIS SECURITY MAY BE OFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED, ONLY (I) TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE 144A, (II) PURSUANT TO ANY OTHER EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT, INCLUDING RULE 144 UNDER THE SECURITIES ACT (IF AVAILABLE) SUBJECT TO THE ISSUER’S AND THE TRUSTEE’S RIGHT PRIOR TO ANY SUCH OFFER, SALE OR TRANSFER PURSUANT TO THIS CLAUSE (II) TO REQUIRE THE DELIVERY OF AN OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO

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EACH OF THEM, (III) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR (IV) TO THE COMPANY OR ANY OF ITS SUBSIDIARIES, IN EACH OF CASES (I) THROUGH (IV) IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES, AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT HOLDER IS REQUIRED TO, NOTIFY ANY SUBSEQUENT PURCHASER OF THIS SECURITY FROM IT OF THE RESALE RESTRICTIONS REFERRED TO IN (A) ABOVE.

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No.______

5.50% Senior Convertible Notes due 2016

CUSIP No.: 88554D AA4

ISIN No.: US88554DAA46

3D SYSTEMS CORPORATION, a Delaware corporation, promises to pay to Cede & Co., or registered assigns, the principal sum of [______] Million Dollars ($______) or such lesser amount as is indicated in the records of the Trustee and DTC, on December 15, 2016, and to pay interest thereon from November 22, 2011, or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 of each year, commencing June 15, 2012, at the rate of 5.50% per annum, until the principal hereof is paid or made available for payment or converted. The interest so payable, and punctually paid or duly provided for, on any Interest Payment Date will, as provided in the Indenture, be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., New York City time, on the Regular Record Date for such interest, which shall be June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date. Any such interest not so punctually paid or duly provided for will forthwith cease to be payable to the Holder on such Regular Record Date and may either be paid to the Person in whose name this Note (or one or more predecessor Notes) is registered at 5:00 p.m., New York City time, on a Special Record Date for the payment of such Defaulted Interest to be fixed by the Trustee following notice from the Trustee, notice whereof shall be given to Holders of Notes not more than fifteen calendar days and not less than ten calendar days prior to such Special Record Date, or be paid at any time in any other lawful manner not inconsistent with the requirements of any securities exchange on which the Notes may be listed, and upon such notice as may be required by such exchange, all as more fully provided in the Indenture (as defined on the reverse hereof).

Interest on the Notes will be calculated on the basis of a 360 day year consisting of twelve 30 day months. If a payment date is not a Business Day, payment will be made on the next succeeding Business Day, and no additional interest will accrue in respect of such payment by virtue of the payment being made on such later date.

Reference is hereby made to the further provisions of this Note set forth on the reverse hereof, which further provisions shall for all purposes have the same effect as if set forth at this place.

This Note shall be deemed to be a contract made under the laws of the State of New York, and for all purposes shall be governed by and construed in accordance with the laws of said State.

Unless the certificate of authentication hereon has been executed by the Trustee referred to on the reverse hereof by manual signature, this Note shall not be entitled to any benefit under the Indenture (as defined on the reverse hereof) or be valid or obligatory for any purpose.

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Dated:
	3D SYSTEMS CORPORATION, a Delaware Corporation

	By:
		Name:
		Title:

TRUSTEE’S CERTIFICATE OF

AUTHENTICATION

WELLS FARGO BANK, NATIONAL ASSOCIATION,

as Trustee, certifies that this is one of the

Notes referred to in the Indenture.


By:
	Authorized Signatory

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[FORM OF REVERSE SIDE OF NOTE]

5.50% Senior Convertible Notes due 2016

3D SYSTEMS CORPORATION, a Delaware corporation (such corporation, and its successors and assigns under the Indenture hereinafter referred to, being herein called the “Company”), issued this Note under an Indenture dated as of November 22, 2011, (as it may be amended or supplemented from time to time in accordance with the terms thereof, the “Indenture”), between the Company and Wells Fargo Bank, National Association, as Trustee, to which reference is hereby made for a statement of the respective rights, obligations, duties and immunities thereunder of the Trustee, the Company and the Holders and of the terms upon which the Notes are, and are to be, authorized and delivered. Except as specifically provided herein, all terms used in this Note which are defined in the Indenture shall have the meaning assigned to them in the Indenture.

1.	Further Provisions Relating to Interest

(a) Subject to Section 7.03(b) of the Indenture, if, at any time during the six-month period beginning on, and including, the date which is six months after the last date of the original issuance of the Notes, the Company fails to timely file any document or report that the Company is required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, as applicable (other than current reports on Form 8-K), the Company shall (i) pay Additional Interest on the Notes which shall accrue on the Notes at a rate of 0.50% per annum of the principal amount of Notes outstanding for each day during such period for which the Company’s failure to file, as described above, has occurred and is continuing and (ii) notify the Trustee of such late filing promptly, but no later than 3 Business Days after such failure to timely file.

(b) Notwithstanding anything to the contrary in the Indenture, if the Company so elects, the sole remedy for an Event of Default relating to the Company’s failure to perform or observe the covenant in Section 5.03(a) of the Indenture will for the 180 days after the occurrence of such an Event of Default consist exclusively of the right to receive Reporting Additional Interest on the Notes at an annual rate equal to 0.50% of the principal amount of the Notes. Reporting Additional Interest will be payable in the same manner and on the same Interest Payment Dates as the stated interest payable on the Notes. Reporting Additional Interest will accrue on all outstanding Notes from and including the date on which an Event of Default relating to a failure by the Company to comply with its obligations pursuant to Section 5.03(a) first occurs to, but not including, the 90th day thereafter (or such earlier date on which the Event of Default relating to the Company’s obligations pursuant to Section 5.03(a) shall have been cured or waived). On such 90th day (or earlier, if an Event of Default relating to the Company’s obligations pursuant to Section 5.03(a) is cured or waived prior to such 90th day), such Reporting Additional Interest will cease to accrue and the Notes will be subject to acceleration as provided in Section 7.02 of the Indenture if such Event of Default is continuing. To make an election described in this paragraph, the Company must provide written notice of such election to pay Reporting Additional Interest to the Trustee prior to the occurrence of the Event of Default. In the event the Company does not elect to pay the Reporting Additional Interest upon an Event of Default in accordance with this paragraph, the Notes will be subject to acceleration as provided in Section 7.02 of the Indenture.

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(c) Except as otherwise specifically set forth, all references herein to “interest” include Defaulted Interest, if any, Additional Interest, if any, and Reporting Additional Interest, if any.

(d) The Company shall pay interest (to the extent lawful) on overdue principal, Fundamental Change Repurchase Price or interest at the rate per annum borne by the Notes plus 1%.

2.	Method of Payment

The Company will pay interest on the Notes (except Defaulted Interest) to the Persons who are registered Holders of the Notes at 5:00 p.m., New York City time, on the June 1 and December 1 next preceding the Interest Payment Date even if Notes are canceled after the record date and on or before the Interest Payment Date, except as otherwise provided in the Indenture. Holders must surrender Notes to a Paying Agent to collect principal payments. The Company will pay principal and interest in money of the United States of America that at the time of payment is legal tender for payment of public and private debts.

The Company shall pay interest on:

(i) any Global Notes by wire transfer of immediately available funds to the account of the Depositary or its nominee;

(ii) any Notes in certificated form having a principal amount of less than $5,000,000, by check mailed to the address of the Person entitled thereto as it appears in the Register, provided , however , that the interest payable on the Maturity Date will be paid to the Person to whom the principal amount is paid; and

(iii) any Notes in certificated form having a principal amount of $5,000,000 or more, by wire transfer in immediately available funds at the election of the Holder of such Notes duly delivered to the trustee at least five Business Days prior to the relevant Interest Payment Date, provided , however , that the interest payable on the Maturity Date will be paid to the Person to whom the principal amount is paid.

3.	Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent

Initially, Wells Fargo Bank, National Association, a national banking association organized under the laws of the United States (the “Trustee”), will act as Paying Agent, Registrar, Conversion Agent and Bid Solicitation Agent. The Company may appoint and change any Paying Agent or Registrar upon written notice to such Paying Agent or Registrar and to the Trustee. The Company may appoint and change any Conversion Agent or Bid Solicitation Agent without notice. The Company or any of its domestically incorporated Wholly Owned Subsidiaries may act as Paying Agent or Registrar.

4.	Sinking Fund

The Notes are not subject to any sinking fund.

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5.	Redemption

The Notes are subject to redemption at the option of the Company pursuant to the terms and conditions described in Article 3 of the Indenture.

6.	Repurchase of Notes at the Option of Noteholders Upon a Fundamental Change

Upon the occurrence of a Fundamental Change, the Holder has the right, at such Holder’s option, to require the Company to repurchase all of such Holder’s Notes or any portion thereof (in principal amounts of $1,000 or multiples thereof) on the Fundamental Change Repurchase Date at a price equal to 100% of the principal amount of the Notes such Holder elects to require the Company to repurchase, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date. The Company or, at the written request of the Company, the Trustee shall mail to all holders of record of the Notes a notice of the occurrence of a Fundamental Change and of the repurchase right arising as a result thereof on or before the fifth (5 th ) calendar day after the occurrence of such Fundamental Change.

7.	Conversion

Subject to the provisions of the Indenture, the Holder hereof has the right, at its option, during certain periods and/or upon the occurrence of certain conditions specified in the Indenture and prior to 5:00 p.m. (New York City time) on the Business Day immediately preceding the Maturity Date, to convert any Notes or portion thereof that is $1,000 or multiples thereof at a Conversion Rate specified in the Indenture, as adjusted from time to time as provided in the Indenture, upon surrender of this Note, together with a Conversion Notice as provided in the Indenture and this Note, to the Company at the office or agency of the Company maintained for that purpose. Upon conversion, the Company shall satisfy its obligation in cash, shares of Common Stock or a combination of cash and shares of Common Stock. The initial Conversion Rate shall be 46.6021 shares of Common Stock for each $1,000 principal amount of Notes.

8.	Denominations, Transfer, Exchange

The Notes are in registered form without coupons in denominations of $1,000 and whole multiples of $1,000. A Noteholder may transfer or exchange Notes in accordance with the Indenture. Upon any transfer or exchange, the Registrar and the Trustee may require a Noteholder, among other things, to furnish appropriate endorsements or transfer documents and to pay any taxes required by law or permitted by the Indenture.

9.	Persons Deemed Owners

The registered Holder of this Note may be treated as the owner of it for all purposes.

10.	Unclaimed Money

Subject to any applicable abandoned property law, the Trustee and the Paying Agent shall pay to the Company upon written request any money held by them for the payment

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of principal or interest and any cash (or other property) due in respect of cash converted Notes that remains unclaimed for two years, and, thereafter, Noteholders entitled to the money and/or securities must look to the Company for payment as general creditors.

11.	Amendment, Waiver

Subject to certain exceptions, the Indenture contains provisions permitting an amendment of the Indenture or the Notes with the written consent of the Holders of at least a majority in aggregate principal amount of the then outstanding Notes and the waiver of any Event of Default (subject to certain exceptions as described in the Indenture) or noncompliance with any provision with the written consent of the Holders of a majority in aggregate principal amount of the then outstanding Notes.

In addition, the Indenture permits an amendment of the Indenture or the Notes without the consent of any Holder under circumstances specified in the Indenture. The Indenture also permits an amendment of the Indenture or the Notes only with the consent of any Holder affected thereby under circumstances specified in the Indenture.

12.	Defaults and Remedies

Except as specified in the Indenture, if an Event of Default occurs (other than an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company) and is continuing, the Trustee or the Holders of at least 25% in principal amount of the outstanding Notes may declare the principal of and accrued but unpaid interest on all the Notes to be due and payable. If an Event of Default relating to certain events of bankruptcy, insolvency or reorganization of the Company occurs, the principal of and interest on all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any Noteholders. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.

If an Event of Default occurs and is continuing, the Trustee will be under no obligation to exercise any of the rights or powers under the Indenture at the request or direction of any of the Noteholders unless such Noteholders have offered to the Trustee indemnity or security satisfactory to it against any loss, liability or expense. Subject to certain exceptions, no Noteholder may pursue any remedy with respect to the Indenture or the Notes unless (i) such Noteholder has previously given to the Trustee written notice stating that an Event of Default is continuing; (ii) Holders of at least 25% in aggregate principal amount of the outstanding Notes make a written request to the Trustee to pursue the remedy and offer to the Trustee security or indemnity satisfactory to it against any costs, liability or expense of the Trustee; (iii) the Trustee does not comply with the request within 60 calendar days after receipt of the request and the offer of security or indemnity; and (iv) the Trustee does not receive an inconsistent direction from Holders of a majority in aggregate principal amount of the Notes during such 60 day period. Subject to certain restrictions, the Holders of a majority in principal amount of the outstanding Notes are given the right to direct the time, method and place of conducting any proceeding for any remedy available to the Trustee or of exercising any trust or power conferred on the Trustee. The Trustee, however, may refuse to follow any direction that conflicts with law

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or the Indenture or that the Trustee determines is unduly prejudicial to the rights of any other Noteholder or that would involve the Trustee in personal liability or expense for which the Trustee has not received adequate indemnity as determined by it in good faith. Prior to taking any action under the Indenture, the Trustee will be entitled to indemnification satisfactory to it in its sole discretion against all losses and expenses caused by taking or not taking such action.

No reference herein to the Indenture and no provision of this Note or of the Indenture shall impair, as among the Company and the holder of the Notes, the obligation of the Company, which is absolute and unconditional, to pay the principal of and interest on this Note or the Conversion Settlement Amount upon cash conversion of this Note, at the place, at the respective times, at the rate and in the coin or currency herein and in the Indenture prescribed.

13.	Trustee Dealings with the Company

Subject to certain limitations imposed by the Trust Indenture Act, the Trustee under the Indenture, in its individual or any other capacity, may become the owner or pledgee of Notes and may otherwise deal with the Company or its Affiliates with the same rights it would have if it were not Trustee.

14.	No Recourse Against Others

A director, officer, employee, incorporator, shareholder or partner, as such, of the Company shall not have any liability for any obligations of the Company under the Notes or the Indenture or for any claim based on, in respect of or by reason of such obligations or their creation. By accepting a Note, each Noteholder shall waive and release all such liability. The waiver and release shall be part of the consideration for the issue of the Notes.

15.	Authentication

This Note shall not be valid until an authorized signatory of the Trustee (or an authenticating agent) manually signs the certificate of authentication on the other side of this Note.

16.	Abbreviations

Customary abbreviations may be used in the name of a Noteholder or an assignee, such as TEN COM (=tenants in common), TEN ENT (=tenants by the entireties), JT TEN (=joint tenants with rights of survivorship and not as tenants in common), CUST (=custodian), and U/G/M/A (=Uniform Gift to Minors Act).

17.	Governing Law

THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

18.	CUSIP and ISIN Numbers

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Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP and ISIN numbers to be printed on the Notes and has directed the Trustee to use CUSIP and ISIN numbers in notices of repurchase as a convenience to Noteholders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of repurchase and reliance may be placed only on the other identification numbers placed thereon.

The Company will furnish to any holder of Notes upon written request and without charge to the holder a copy of the Indenture which has in it the text of this Note.

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CONVERSION NOTICE

TO:	3D SYSTEMS CORPORATION

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

The undersigned registered owner of this Note hereby irrevocably exercises the option to cash convert this Note, or the portion thereof (which is $1,000 or a multiple thereof) below designated in accordance with the terms of the Indenture referred to in this Note, and directs that cash payable upon such cash conversion and any Notes representing any unconverted principal amount hereof, be issued and delivered to the registered holder hereof unless a different name has been indicated below. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. If any portion of this Note not converted is to be issued in the name of a person other than the undersigned, the undersigned will provide the appropriate information below and pay all transfer taxes payable with respect thereto. Any amount required to be paid by the undersigned on account of interest accompanies this Note.

Dated: ______________________

______________________________

Signature(s)

Signature(s) must be guaranteed by an “eligible guarantor institution” meeting the requirements of the Registrar, which requirements include membership or participation in the Security Transfer Agent Medallion Program (“STAMP”) or such other “signature guarantee program” as may be determined by the Registrar in addition to, or in substitution for, STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.

______________________________

Signature Guarantee

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Fill in the registration of Notes if to be delivered, and the person to whom cash is to be made, if to be made, other than to and in the name of the registered holder:

Please print name and address

__________________________

(Name)

______________________________

(Street Address)

______________________________

(City, State and Zip Code)

Principal amount to be converted

(if less than all):

$_____________________________

Social Security or Other Taxpayer

Identification Number:

______________________________

NOTICE: The signature on this Conversion Notice must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever.

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FUNDAMENTAL CHANGE REPURCHASE NOTICE

TO:	3D SYSTEMS CORPORATION

WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

The undersigned registered owner of this Note hereby irrevocably acknowledges receipt of a notice from 3D Systems Corporation (the “Company”) regarding the right of holders to elect to require the Company to repurchase the Notes and requests and instructs the Company to repay the entire principal amount of this Note, or the portion thereof (which is $1,000 or an integral multiple thereof) below designated, in accordance with the terms of the Indenture at the price of 100% of such entire principal amount or portion thereof, together with accrued and unpaid interest to, but excluding, the Fundamental Change Repurchase Date to the registered holder hereof. Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Indenture. The Notes shall be repurchased by the Company as of the Fundamental Change Repurchase Date pursuant to the terms and conditions specified in the Indenture.

Dated: ______________________

Signature(s): ______________________

______________________

NOTICE: The above signatures of the holder(s) hereof must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever.

Notes Certificate Number (if applicable): ____________________________

Principal amount to be repurchased (if less than all, must be $1,000 or whole multiples thereof): ______________________

Social Security or Other Taxpayer Identification Number: ________________

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ASSIGNMENT

For value received ________________________________________ hereby sell(s) assign(s) and transfer(s) unto ___________________________________ (Please insert social security or other Taxpayer Identification Number of assignee) the within Notes, and hereby irrevocably constitutes and appoints ______________________________________ attorney to transfer said Notes on the books of the Company, with full power of substitution in the premises.

In connection with any transfer of the Notes prior to the first anniversary of the last date of the original issuance of the Notes, the undersigned confirms that such Notes are being transferred:

[ ]

To 3D Systems Corporation or a subsidiary thereof; or

[ ]

To a “qualified institutional buyer” in compliance with Rule 144A under the Securities Act of 1933, as amended; or

[ ]

Pursuant to and in compliance with Rule 144 under the Securities Act of 1933, as amended; or

[ ]

Pursuant to a Registration Statement which has been declared effective under the Securities Act of 1933, as amended, and which continues to be effective at the time of transfer;

and unless the Notes have been transferred to 3D Systems Corporation or a subsidiary thereof, the undersigned confirms that such Notes are not being transferred to an “affiliate” of the Company as defined in Rule 144 under the Securities Act of 1933, as amended.

Unless one of the boxes is checked, the Trustee will refuse to register any of the Notes evidenced by this certificate in the name of any person other than the registered holder thereof .

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Dated: ______________________

______________________________

Signature(s)

______________________________

Signature Guarantee

NOTICE: The signature on this Assignment must correspond with the name as written upon the face of the Notes in every particular without alteration or enlargement or any change whatever.

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