In the event the sale of the Company’s 3.25% Convertible Senior Notes due 2024 is not consummated with the initial purchasers thereof on May 12, 2017 (such date, or such later date as agreed upon by the parties “ Early Termination Date ”), this Agreement shall automatically terminate (the “ Early Termination ”) on the Early Termination Date and (i) this Agreement and all of the respective rights and obligations of Dealer and Company under this Agreement shall be cancelled and terminated and (ii) each party shall be released and discharged by the other party from and agrees not to make any claim against the other party with respect to any obligations or liabilities of the other party arising out of and to be performed in connection with this Agreement either prior to or after the Early Termination Date. Each of Dealer and Company represents and acknowledges to the other that, upon an Early Termination, all obligations with respect to this Agreement shall be deemed fully and finally discharged, and all of the terms and conditions of the Warrants Confirmations as in effect prior to execution of this Agreement shall remain in full force and effect.