Common use of Transfer or Assignment Clause in Contracts

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s 's consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided, however, that the transferee or assignee shall not be entitled to receive any greater payment of additional amounts under Section 2(d)(i)(4) of the Agreement than Dealer would have been entitled to receive, except to the extent that such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the date of the transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an "Excess Ownership Position"), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “"Terminated Portion”"), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “"Section 16 Percentage" as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The "Warrant Equity Percentage" as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The "Share Amount" as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a "Dealer Person") under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares ("Applicable Restrictions"), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The "Applicable Share Limit" means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer's obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyaffiliate of Dealer or any internationally recognized investment bank; provided that, in each case, as a result of such transfer or assignment, (i) as of the date of such transfer or assignment, Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment and (ii) such transferee provides either an IRS Form W-9 or W-8 (or successor form). If at any time at which (1A) the Section 16 Percentage exceeds 7.59.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party in accordance with the preceding sentence on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, Company shall be able to settle any corresponding obligation in cash or Shares (or the Share Termination Alternative, as the case may be), in its discretion in accordance with the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party)). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filing requirements on Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case, as in effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, may transfer or assign all or any part a portion of its rights or and obligations under this Transaction the Transaction; provided, however, that (i) Company will not, as a result of such transfer or assignment, be required to pay the transferee on any third partypayment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount Company would have been required to pay to Dealer in the absence of such transfer or assignment, (ii) such transfer or assignment shall only be to a person that is a United States person (as defined for purposes of Section 7701(a)(30) of the Code), (iii) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment and (iv) without limiting the generality of clause (ii), Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company to permit Company to determine that the results described in clauses (i) and (iii) will not occur upon or after such transfer and assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Without limitation of the restrictions on transfers and assignments set forth in the first sentence of this Section 9(e), notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyrecognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. If at any time at which (1A) the Section 16 Percentage exceeds 7.58%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j10(i) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to

Transfer or Assignment. Company (i) Counterparty may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. . (ii) Dealer may, without CompanyCounterparty’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating or a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s long-term issuer rating or the rating for Dealer’s long-term, unsecured and unsubordinated indebtedness at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer (or its ultimate parent), or (B) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third partyparty financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives. Notwithstanding anything to the contrary set forth herein, no transfer or assignment by dealer shall be permitted to any third party unless such third party provides Counterparty with a duly executed IRS Form W-9 or applicable IRS Form W-8. (iii) If at any time at which (1A) the Section 16 Percentage exceeds 7.58.5%, (2B) the Warrant Option Equity Percentage exceeds 14.5%, % or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants Options to a third party financial institution pursuant to clause (ii)(B) of this Section 9(e) on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants Options equal to the number of Warrants Options underlying the Terminated Portion, (2) Company shall be Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(l) shall apply to any amount that is payable by Company Dealer to Dealer Counterparty pursuant to this sentence as if Company Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity, but excluding any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyrecognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. If at any time at which (1A) the Section 16 Percentage exceeds 7.58%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j10(i) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that, in Dealer’s reasonable judgment based on the advice of counsel, could give rise to reporting or registration obligations (except for filings on Form 13F, Schedule 13D or Schedule 13G) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance. Dealer shall notify Company of an Excess Ownership Position with respect to which it intends to seek a transfer or assignment promptly after becoming aware of such an Excess Ownership Position.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer maymay not transfer any of its rights or obligations under the Transaction without the prior written consent of Company, without Company’s consent, except that Dealer may transfer or assign all or any part of its rights or obligations under this the Transaction (x) without Company’s consent, to any affiliate of Dealer or to any third-party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives or (y) with Company’s consent (such consent not to be unreasonably withheld or delayed) (i) to any financial institution or (ii) solely for the purpose of avoiding an Excess Ownership Position, to any other third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.59.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party reasonably acceptable to Company in accordance with the terms hereof on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer shall promptly notify Company of any transfer or assignment made hereunder. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided that, after a transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any affiliate of Dealer, and Dealer may, with Company’s consent (such consent not to be unreasonably withheld), transfer or assign all or any part of its rights or obligations under the Transaction to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.515.7%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company only to the extent of any such performance.

Transfer or Assignment. Company Neither party may transfer any of its rights or obligations under the Transaction without the prior written consent of the non-transferring party; provided that if Citibank’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) exceeds 8.0% of Counterparty’s outstanding Shares Citibank may assign or transfer a portion of the Transaction without Counterparty’s consent to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) the credit rating of Citibank at the time of the transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Citibank to reduce Citibank’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 8.0% of Counterparty’s outstanding Shares or less; and provided, further, that Citibank shall not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third partyentity listed on Schedule A without Counterparty’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after Citibank’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer Citibank is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants (i) permitted by the proviso to a third party the immediately preceding sentence or (ii) at any time at which the Equity Percentage exceeds 8.0% (an “Excess Ownership Position”), on pricing terms reasonably acceptable to Dealer Citibank and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%Citibank of a sufficient number of Options, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of the Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, 8.0% or (2ii) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective LimitExcess Ownership Position no longer exists. In the event that Dealer Citibank so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the number of Warrants underlying the Terminated Portion, (2ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(k) shall apply to any amount that is payable by Company Citibank to Dealer Counterparty pursuant to this sentence as if Company Counterparty was not the Affected Party). The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Citibank and any of its affiliates subject to aggregation with Citibank, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, beneficially own (within the meaning of Section 13 of the Exchange Act) on such day and (B) the denominator of which is the number of Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Citibank’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Counterparty to the extent of any such performance.

Transfer or Assignment. Company Neither party may transfer any of its rights or obligations under the Transaction without the prior written consent of the non-transferring party; provided that if JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) exceeds 8.0% of Counterparty’s outstanding Shares JPMorgan may assign or transfer a portion of the Transaction without Counterparty’s consent to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) the credit rating of JPMorgan at the time of the transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and JPMorgan to reduce JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 8.0% of Counterparty’s outstanding Shares or less; and provided, further, that JPMorgan shall not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third partyentity listed on Schedule A without Counterparty’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants (i) permitted by the proviso to a third party the immediately preceding sentence or (ii) at any time at which the Equity Percentage exceeds 8.0% (an “Excess Ownership Position”), on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%JPMorgan of a sufficient number of Options, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of the Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, 8.0% or (2ii) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective LimitExcess Ownership Position no longer exists. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the number of Warrants underlying the Terminated Portion, (2ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(k) shall apply to any amount that is payable by Company JPMorgan to Dealer Counterparty pursuant to this sentence as if Company Counterparty was not the Affected Party). The “Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that JPMorgan and any of its affiliates subject to aggregation with JPMorgan, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, beneficially own (within the meaning of Section 13 of the Exchange Act) on such day and (B) the denominator of which is the number of Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Counterparty to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer shall promptly notify Company of any transfer or assignment made hereunder. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided that, after a transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer; provided, however, without limitation of any other provision hereof, that the consummation of the Permitted Tornier Merger Transaction shall not be deemed to be a transfer or assignment of the Company’s rights and obligations under the Transaction. Dealer may, without Company’s or Issuer’s (if other than Company) consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided, however, that the transferee or assignee shall not be entitled to receive any greater payment of additional amounts under Section 2(d)(i)(4) of the Agreement than Dealer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the date of the transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company or Issuer, as applicable, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”)

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerBank. Dealer Bank may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after Bank’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer Bank is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Bank and within a time period reasonably acceptable to Dealer such that Bank of a sufficient number of Warrants to reduce (1i) Bank Group’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 8.0% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) Bank Group’s “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, 8.0% or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer Bank so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer Bank pursuant to this sentence as if Company was not the Affected Partysentence). The Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Bank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Bank’s obligations in respect of this Transaction and any such designee may assume such obligations. Bank shall be discharged of its obligations to Company to the extent of any such performance. “Bank Group” means Bank or any affiliate of Bank subject to aggregation with Bank under such Section 13 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Bank.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of DealerNomura. Dealer Nomura may, without Company’s consent, but upon prior written notice, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided that (i) under the applicable law effective on the date of such transfer or assignment, Company will not, as a result of such transfer or assignment, be required to pay the transferee on any payment date an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Nomura in the absence of such transfer or assignment and (ii) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.54.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), Dealer (B) or (C), an “Excess Ownership Position”), Nomura is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Nomura and within a time period reasonably acceptable to Dealer Nomura such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer Nomura may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer Nomura so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(i) shall apply to any amount that is payable by Company to Dealer Nomura pursuant to this sentence as if Company was not the Affected Party). The “

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of DealerNomura. Dealer Nomura may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), Dealer (B) or (C), an “Excess Ownership Position”), Nomura is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Nomura and within a time period reasonably acceptable to Dealer Nomura such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer Nomura may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer Nomura so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j‎9(i) shall apply to any amount that is payable by Company to Dealer Nomura pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Nomura, (A) the numerator of which is the number of Shares that Nomura and each person subject to aggregation of Shares with Nomura under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Nomura from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Nomura and any person whose ownership position would be aggregated with that of Nomura (Nomura or any such person, a “Nomura Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Nomura in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Nomura Person, or could result in an adverse effect on a Nomura Person, under any Applicable Restriction, as determined by Nomura in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Nomura to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Nomura may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Nomura’s obligations in respect of the Transaction and any such designee may assume such obligations. Nomura shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer If, as determined in JPMorgan’s sole discretion, (i) its “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) could be deemed to exceed 8% of Company’s outstanding Shares or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company’s outstanding Shares (such quotient expressed as a percentage, the “Warrant Equity Percentage”) exceeds 15.9%, JPMorgan may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds reduce such “beneficial ownership” to 7.5%, (2) the % or such Warrant Equity Percentage exceeds 14.5%to 15% to any third party with a rating for its long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or A3 or better by ▇▇▇▇▇’▇ Investors Service (3“Moody’s”) the Share Amount exceeds the Post-Effective Limit (or, if any applies)either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, Dealer at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and JPMorgan. If after JPMorgan’s commercially reasonable efforts, JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Warrants to reduce (1i) JPMorgan’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 15% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.515%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(jparagraph 9(m) shall apply to any amount that is payable by JPMorgan to Company to Dealer pursuant to this sentence as if Company was not the Affected Partysentence). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyrecognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. If at any time at which (1A) the Section 16 Percentage exceeds 7.58%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j10(i) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to (x) any affiliate of Dealer or (y) another third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness greater than or equal to the Required Rating, or (ii) with Company’s consent (such consent not to be unreasonably withheld) transfer or assign all or any part of its rights or obligations under the Transaction to another third party. “Required Rating” means a rating of BBB- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Dealer. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, 9.0% or (3B) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party in accordance with the preceding sentence on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubtdoubt the Company shall be able to settle any corresponding obligation in cash or in Shares, in its discretion and in accordance with the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party)). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding (including, solely for such purpose, Shares that would be deemed outstanding pursuant to the last sentence of Rule 13d-3(d)(1)(i) as if such sentence were applicable to the calculation of clause (B) of the definition of Section 16 Percentage). The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.5%, (2B) the Warrant Equity Percentage exceeds 14.515.15%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (other than any Schedule 13D or Schedule 13G filing under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer If, as determined in JPMorgan’s sole discretion, (i) its “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) could be deemed to exceed 8% of Counterparty’s outstanding Shares or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, the “Option Equity Percentage”) exceeds 15.9%, JPMorgan may, without CompanyCounterparty’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to reduce such “beneficial ownership” to 7.5% or such Option Equity Percentage to 15% to any third partyparty with a rating for its long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or A3 or better by ▇▇▇▇▇’▇ Investors Service (“Moody’s”) or, if either S&P or ▇▇▇▇▇’▇ ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and JPMorgan. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Options to reduce (1i) JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares or less or (ii) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Option Equity Percentage will be equal to 15% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Option Equity Percentage following such partial termination will be equal to or less than 14.515%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the number of Warrants underlying the Terminated Portion, (2ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(jparagraph 9(m) shall apply to any amount that is payable by Company JPMorgan to Dealer Counterparty pursuant to this sentence as if Company was not the Affected Partysentence). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Counterparty to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any affiliate of Dealer, and (ii) with Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party; provided, in each case, that (x) Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment, and (y) Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the Company shall be able to settle any corresponding obligation in cash or in Share Termination Delivery Units in its discretion in accordance with the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (other than any Form 13F, Schedule 13D or Schedule 13G filing under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity but excluding any such requirement in respect of which prior approval has been obtained) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company only to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, may transfer or assign all or any part of its rights or obligations under this the Transaction (x) without Company’s consent, to any affiliate of Dealer or to any other recognized dealer in over-the-counter equity derivatives in the United States or (y) for the purpose of avoiding an Excess Ownership Position, with Company’s consent (not to be unreasonably withheld or delayed), to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.515.9%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party reasonably acceptable to Company on pricing terms reasonably acceptable to Dealer such that no Excess Ownership Position exists, with such consent of Company being granted and such transfer or assignment occurring, in each case, within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective LimitDealer, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Partysentence). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any insurance or other law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (including, without limitation, state insurance regulations) (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided that, at the time of such transfer or assignment, (i) Company will not, as a result of such transfer or assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay to Dealer in the absence of such transfer or assignment and (ii) no Event of Default, Potential Event of Default or Termination Event shall occur as a result of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any affiliate of Dealer, and (ii) with Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party; provided, in each case, that (x) Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment, and (y) Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.517.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the Company shall be able to settle any corresponding obligation in cash or in Share Termination Delivery Units in its discretion in accordance with the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (other than any Form 13F, Schedule 13D or Schedule 13G filing under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity but excluding any such requirement in respect of which prior approval has been obtained) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company only to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer maymay not transfer any of its rights or obligations under the Transaction without the prior written consent of Company, without Company’s consent, except that Dealer may transfer or assign all or any part of its rights or obligations under this the Transaction (x) without Company’s consent, to any affiliate of Dealer or to any third-party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives or (y) with Company’s consent (such consent not to be unreasonably withheld or delayed) (i) to any financial institution or (ii) solely for the purpose of avoiding an Excess Ownership Position, to any other third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.59.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party reasonably acceptable to Company in accordance with the terms hereof on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under

Transfer or Assignment. The Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of DealerBank. Dealer may, without Company’s consent, Bank may transfer or assign all or any part portion of its rights or obligations under this the Transaction without consent of the Company to any third party. If at any time at which party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Bank at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Company and Bank. If, however, in Bank’s sole discretion, Bank is unable to effect a transfer or assignment on pricing terms reasonably acceptable to Bank and within a time period reasonably acceptable to Bank of a sufficient number of Warrants to reduce (i) Bank Group’s “beneficial ownership” (within the meaning of Section 13 or Section 16 Percentage exceeds of the Exchange Act and rules promulgated thereunder) to equal to or less than 7.5%, (2ii) the Warrant Equity Percentage exceeds to equal to or less than 14.5%, or and (3iii) the Share Amount exceeds to equal to or less than the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of the Transaction, such that (i) Bank Group’s “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limit. In the event that Dealer Bank so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) the Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “be

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyparty (including, for the avoidance of doubt, any affiliate of Dealer); provided, however, that after any such transfer and assignment, Company shall not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment; and provided further that transferee shall deliver to Company such tax documentation as may be reasonably requested by Company. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was were not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided that, at the time of such transfer or assignment, (i) Company will not, as a result of such transfer or assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay to Dealer in the absence of such transfer or assignment and (ii) no Event of Default, Potential Event of Default or Termination Event shall occur as a result of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “the

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to (x) any affiliate of Dealer or (y) another third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness greater than or equal to the Required Rating, or (ii) with Company’s consent (such consent not to be unreasonably withheld) transfer or assign all or any part of its rights or obligations under the Transaction to another third party. “Required Rating” means a rating of BBB- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Dealer. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, 9.0% or (3B) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party in accordance with the preceding sentence on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubtdoubt the Company shall be able to settle any corresponding obligation in cash or in Shares, in its discretion and in accordance with the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party)). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding (including, solely for such purpose, Shares that would be deemed outstanding pursuant to the last sentence of Rule 13d-3(d)(1)(i) as if such sentence were applicable to the calculation of clause (B) of the definition of Section 16 Percentage). The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that gives rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to (x) any affiliate of Dealer or (y) another third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness greater than or equal to the Required Rating, or (ii) with Company’s consent (such consent not to be unreasonably withheld) transfer or assign all or any part of its rights or obligations under the Transaction to another third party. “Required Rating” means a rating of BBB- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Dealer. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, 9.0% or (3B) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party in accordance with the preceding sentence on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubtdoubt the Company shall be able to settle any corresponding obligation in cash or in Shares, in its discretion and in accordance with the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party)). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding (including, solely for such purpose, Shares that would be deemed outstanding

Transfer or Assignment. Company (i) Counterparty may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. . (ii) Dealer may, without CompanyCounterparty’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer’s ultimate parent, or (B) to any other third partyparty with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of the transfer. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Option Equity Percentage exceeds 14.5%, 13.0% or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants Options to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants Options equal to the number of Warrants Options underlying the Terminated Portion, (2) Company shall be Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j‎9(o) shall apply to any amount that is payable by Company Dealer to Dealer Counterparty pursuant to this sentence as if Company Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Options and the Option Entitlement and (2) the aggregate number of Shares underlying any other call option transaction sold by Dealer to Counterparty, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies)after Dealer’s commercially reasonable efforts, Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that of a sufficient number of Warrants to reduce (1i) Dealer’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(jparagraph 9(m) shall apply to any amount that is payable by Dealer to Company to Dealer pursuant to this sentence as if Company was not the Affected Partysentence). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance. Any transfer, assignment or early termination of this Transaction by Dealer shall be in full compliance with the Securities Act and other applicable laws.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided that (x) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment, and (y) Dealer shall be responsible for all reasonable costs and expenses, including reasonable counsel fees, incurred by Company in connection with such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.58%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(k) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was were not the Affected Party); provided that in calculating any amount due following such designation, Dealer shall act in good faith and a commercially reasonable manner and upon written request from Company, Dealer will promptly provide to Company a statement displaying in reasonable detail the basis for such calculation (it being understood that Dealer shall not be required to disclose any proprietary models or information or confidential models or information used by it in connection with such calculation). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partywholly owned direct or indirect subsidiary of Bank of Montreal or any nationally recognized dealer in over-the-counter corporate equity derivatives; provided that, under the applicable law effective on the date of such assignment, (1) Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment; and (2) Company will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Company would have received from Dealer in the absence of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9.(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any other law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company solely to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third partyparty that is a financial institution that regularly enters into OTC derivatives. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies)after Dealer’s commercially reasonable efforts, Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that of a sufficient number of Warrants to reduce (1i) the Section 16 Percentage will be equal to 8.0% or less than 7.5%less, (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and or (3iii) the Share Amount will be equal to the Applicable Limit or less than any such Post-Effective Limitless, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that following such partial termination (1i) the Section 16 Percentage following such partial termination will be equal to or less than 7.58.0% (but not less than 7%), (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5% (but not less than 13.5%, ) and (3iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limitthe Applicable Limit (but not less than the Applicable Limit minus 1% of Shares then outstanding). In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Partysentence). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer, each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and any “group,” as such term is defined in such Section 13 and Rules, of which Dealer or any such person is a member or may be deemed a member (collectively, the “Dealer Group”) directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (x) the product of the Number of Warrants and the Warrant Entitlement and (y) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law (the “DGCL Takeover Statute”) or under any other law, rule, regulation or regulatory order of any jurisdiction (including without limitation jurisdictions outside the United States) that for any reason becomes applicable to ownership of Shares after the Trade Date (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Dealer in its reasonable discretion. The “Applicable Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under the Applicable Laws, as determined by Dealer in its reasonable discretion, minus (y) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies)after Dealer’s commercially reasonable efforts, Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that of a sufficient number of Warrants to reduce (1i) Dealer’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% or less of Company’s outstanding Shares or (ii) the Section 16 Percentage will be equal to or less than 7.5%, quotient of (2x) the product of (a) the Number of Warrants and (b) the Warrant Equity Percentage will be equal to or less than 14.5%, and Entitlement divided by (3y) the Share Amount will be equal number of Company’s outstanding Shares (such quotient expressed as a percentage, the “Warrant Equity Percentage”) to 14.0% or less than any such Post-Effective Limitless, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to approximately 7.5% or less than 7.5%, (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5approximately 14.0%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Partysentence). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, subject to applicable legal and regulatory restrictions, transfer or assign all or any part of its rights or obligations under this Transaction to any third partyparty that is a publicly traded financial institution and that regularly enters into OTC derivatives. Dealer shall, as soon as reasonably practicable, notify Company of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “partial

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerCitibank. Dealer Citibank may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that Citibank shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after Citibank’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer Citibank is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Citibank and within a time period reasonably acceptable to Dealer such that Citibank of a sufficient number of Warrants to reduce (1i) Citibank’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer Citibank so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer Citibank pursuant to this sentence as if Company was not the Affected Partysentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2014 Additional Warrants) (the “2014 Additional Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Additional Warrants Transaction; plus (C) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2014 Warrants) (the “2014 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Warrants Transaction; plus (D) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2017 Warrants) (the “2017 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Warrants Transaction; and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was were not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person

Transfer or Assignment. Company Neither party may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer maythe non-transferring party; provided that if, without Company’s consentas determined at JPMorgan's sole discretion, its "beneficial ownership" with respect to the Initial Transaction and this Transaction (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% of Counterparty's outstanding Shares, JPMorgan may transfer or assign all or any part a number of its rights or obligations under this Transaction Options sufficient to reduce such "beneficial ownership" to 7.5% to any third party. If at any time at which party with a rating for its long term, unsecured and unsubordinated indebtedness of A+ or better by Standard and Poor's Rating Group, Inc. or its successor (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%"S&P"), or A1 or better by Moody's Investor Service, Inc. (3"MOODY'S") or, if either S&P or Moody's ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and JPMorgan. If, in the Share Amount exceeds the Post-Effective Limit (if any applies)discretion of JPMorgan, Dealer JPMorgan is unable to effect such transfer or assignment after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%JPMorgan, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)"TERMINATED PORTION") of this Transaction or the Initial Transaction, such that its "beneficial ownership" following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.58%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the number of Warrants underlying the Terminated Portion, (2ii) Company the Counterparty and JPMorgan shall both be the sole Affected Party Parties with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan's obligations in respect of this Transaction (and, for and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Counterparty to the avoidance extent of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (x) the product of the Number of Warrants and the Warrant Entitlement and (y) and the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership

Transfer or Assignment. Company The Seller may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, freely transfer or assign all or any part of its rights or obligations and duties under this Transaction to any third partyConfirmation with the consent of Counterparty, which may not be unreasonably withheld, provided that no Funding Election shall occur if the Seller has an Excess Ownership Position (as defined below) and consent of a transfer or assignment of Seller’s rights and duties under this Confirmation has not been provided by Counterparty. If at any time following the closing of the Business Combination at which (1A) the Section 16 Percentage exceeds 7.5%, 9.99% (2) if the Warrant Equity Percentage exceeds 14.5%Counterparty is on such date a foreign private issuer (as defined by Rule 405 under the Securities Act)), or (3B) the Share Amount exceeds the Post-Effective Limit (Applicable Share Limit, if any appliesapplies (any such condition described in clause (A) or (B), Dealer and “Excess Ownership Position”), Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants a portion of the Transaction to a third party on pricing terms reasonably acceptable to Dealer Seller, and within a time period reasonably acceptable to Dealer Seller, such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer Seller may designate any Exchange Local Business Day as an Early Termination Date solely with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer Seller so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 portion of the Agreement as if (1) an Transaction, it shall deliver to Counterparty on the Early Termination Date had been designated in respect a number of a Transaction having terms identical to this Transaction and a Number of Warrants Shares equal to the number of Warrants underlying the Terminated Portion, (2) Company and Seller shall have no obligation to make payment to Counterparty in respect of those Shares. The Number of Shares will be reduced by the sole Affected Party with respect to such partial termination and (3) the number of Shares in any Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party)Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partywholly owned direct or indirect subsidiary of Dealer or any nationally recognized dealer in over-the-counter corporate equity derivatives; provided that, under the applicable law effective on the date of such assignment, (1) Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment; and (2) Company will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Company would have received from Dealer in the absence of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9.(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any other law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company solely to the extent of any such performance.

Transfer or Assignment. The Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of DealerBank. Dealer may, without Company’s consent, Bank may transfer or assign all or any part portion of its rights or obligations under this the Transaction without consent of the Company to any third party. If at any time at which party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Bank at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Company and Bank. If, however, in Bank’s sole discretion, Bank is unable to effect a transfer or assignment on pricing terms reasonably acceptable to Bank and within a time period reasonably acceptable to Bank of a sufficient number of Warrants to reduce (i) Bank Group’s “beneficial ownership” (within the meaning of Section 13 or Section 16 Percentage exceeds of the Exchange Act and rules promulgated thereunder) to equal to or less than 7.5%, (2ii) the Warrant Equity Percentage exceeds to equal to or less than 14.5%, or and (3iii) the Share Amount exceeds to equal to or less than the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of the Transaction, such that (i) Bank Group’s “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limit. In the event that Dealer Bank so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) the Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions provision of Section 9(jparagraph 9(n) shall apply to any amount that is payable by the Company to Dealer Bank pursuant to this sentence as if Company was not sentence). “Bank Group” means Bank and each business unit of its affiliates subject to aggregation with Bank under Section 13 or Section 16 of the Affected Party)Exchange Act and rules promulgated thereunder. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation or regulatory order that for any reason becomes applicable to ownership of Shares after the Trade Date (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Bank in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Bank Person, or would result in an adverse effect on a Bank Person, under the Applicable Laws, as determined by Bank in its reasonable discretion, minus (y) 1% of the number of Shares outstanding. If at any time Bank determines, in its reasonable opinion based upon advice of counsel, that as a result of Company’s direct or indirect interest in, or direct or indirect control of, either Textron Business Credit, Inc. or Textron Financial Corporation, any state or federal laws are or have become applicable to Bank’s ownership of Shares, then the Post-Effective Limit and the Share Amount shall be determined as set forth above in the definitions of those terms, irrespective of whether or not such laws have been applicable to ownership of Shares on or prior to the Trade Date.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan except in transactions contemplated by Section 3(a). Dealer may, without Company’s consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of Company. If at any time at which JPMorgan, in its sole discretion, determines that, (1x) its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% or more of Company’s outstanding Shares or (y) the Section 16 Percentage exceeds 7.5%, (2) product of the Number of Warrants and the Warrant Equity Percentage Entitlement exceeds 14.5%15% of Company’s outstanding Shares, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies)and, Dealer in its sole discretion, JPMorgan is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within in a time period reasonably acceptable to Dealer JPMorgan that would reduce its “beneficial ownership” to 7.5% or such that (1) the Section 16 Percentage will be equal product to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) as the Share Amount will be equal to or less than any such Post-Effective Limitcase may be, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that the its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.58%, (2) or the product of the Number of Warrants and the Warrant Equity Percentage Entitlement will be equal to or less than 14.515.0%, and (3) as the Share Amount will be equal to or less than such Post-Effective Limitcase may be. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement and Section 9(m) hereof as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(p) shall apply to any amount that is payable by Company to Dealer JPMorgan pursuant to this sentence as if Company was not the Affected Partysentence). The “For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled shall be reduced proportionally, as calculated by the Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer JPMorgan may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that JPMorgan shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Warrants to reduce (1i) JPMorgan’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer JPMorgan pursuant to this sentence as if Company was not the Affected Partysentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2017 Warrants) (the “Other Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the Other Warrants Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer may, without Company’s consent, JPMorgan may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If at any time at which JPMorgan, in its sole discretion, determines that its “beneficial ownership” (1) within the meaning of Section 16 Percentage of the Exchange Act and rules promulgated thereunder) exceeds 7.5%8% or more of the Company’s outstanding Shares and, (2) the Warrant Equity Percentage exceeds 14.5%in its sole discretion, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within in a time period reasonably acceptable to Dealer such JPMorgan that (1) the Section 16 Percentage will be equal would reduce its “beneficial ownership” to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that the its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.58%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) the Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected Transaction (and, for only Terminated Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled as set forth in Annex A hereto shall be reduced proportionally, as calculated by the provisions Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of Section 9(j) its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall apply be discharged of its obligations to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was were not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer and each “group” of which Dealer or such other person is a member or may be deemed a member, in each case under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (x) the product of the Number of Warrants and the Warrant Entitlement and (y) and the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation or regulatory order that for any reason becomes applicable to ownership of Shares after the Trade Date (“Applicable Laws”), owns, beneficially owns,

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer JPMorgan may, without Company’s 's consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan's commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Warrants to reduce (1i) JPMorgan's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the Section 16 Percentage will be equal to or less than 7.5%, quotient of (2x) the product of (a) the Number of Warrants and (b) the Warrant Equity Percentage will be equal to or less than 14.5%, and Entitlement divided by (3y) the Share Amount will be equal number of Company's outstanding Shares (such quotient expressed as a percentage, the "WARRANT EQUITY PERCENTAGE") to 14.5% or less than any such Post-Effective Limitless, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)"TERMINATED PORTION") of this Transaction, such that (i) its "beneficial ownership" following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(jparagraph 9(l) shall apply to any amount that is payable by JPMorgan to Company to Dealer pursuant to this sentence as if Company was not the Affected Partysentence). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerBank. Dealer may, without Company’s consent, Bank may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of the Company. If at any time at which (1) the Section 16 Percentage exceeds 7.5%If, (2) the Warrant Equity Percentage exceeds 14.5%however, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies)in Bank’s sole discretion, Dealer Bank is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Bank and within a time period reasonably acceptable to Dealer such that Bank of a sufficient number of Warrants to reduce (1i) Bank’s “beneficial ownership” (within the meaning of Section 16 Percentage will be of the Exchange Act and rules promulgated thereunder) to equal to or less than 7.5%, % of the Company’s outstanding Shares or (2ii) the Warrant Equity Percentage will be to equal to or less than 14.59.0%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.59.0%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer Bank so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) the Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Bank to purchase, sell, receive or deliver any shares or other securities to or from the Company, Bank may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Bank’s obligations in respect of this Transaction (and, for and any such designee may assume such obligations. Bank shall be discharged of its obligations to the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerMSIL. Dealer may, without Company’s consent, MSIL may transfer or assign all or any part portion of its rights or obligations under this Transaction with the consent of Company, which consent shall not be unreasonably withheld; provided that MSIL may transfer or assign all or any portion of its rights or obligations under this Transaction without the consent of Company (x) to any third partyaffiliate of MSIL or (y) if MSIL in its sole discretion determines that its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% of Company’s outstanding Shares, to the extent necessary to reduce its “beneficial ownership” to 7.5%; provided, further, that MSIL shall promptly notify Company of any such transfer or assignment. If at any time at which (1x) the Section 16 Percentage MSIL in its sole discretion determines that its “beneficial ownership” exceeds 7.5%9% of Company’s outstanding Shares, (2y) the Warrant Equity Percentage exceeds 14.5%in its sole discretion, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer MSIL is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such MSIL that would reduce its “beneficial ownership” to 7.5% or less and (1z) the Section 16 Percentage will be equal to or number of outstanding Shares is less than 7.5%30,000,000 (adjusted by the Calculation Agent as appropriate for any Potential Adjustment Event or Merger Event), (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer MSIL may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.59%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer MSIL so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing MSIL to purchase, sell, receive or deliver any shares or other securities to or from Company, MSIL may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform MSIL’s obligations in respect of this Transaction (and, for the avoidance and any such designee may assume such obligations. MSIL shall be discharged of doubt, the provisions of Section 9(j) shall apply its obligations to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to (x) any affiliate of Dealer or (y) another third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness greater than or equal to the Required Rating, or (ii) with Company’s consent (such consent not to be unreasonably withheld) transfer or assign all or any part of its rights or obligations under the Transaction to another third party. “Required Rating” means a rating of BBB- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Dealer. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, 9.0% or (3B) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party in accordance with the preceding sentence on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubtdoubt the Company shall be able to settle any corresponding obligation in cash or in Shares, in its discretion and in accordance with the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party)). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerCitibank. Dealer Citibank may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that Citibank shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after Citibank’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer Citibank is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Citibank and within a time period reasonably acceptable to Dealer such that Citibank of a sufficient number of Warrants to reduce (1i) Citibank’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer Citibank so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer Citibank pursuant to this sentence as if Company was not the Affected Partysentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2017 Additional Warrants) (the “2017 Additional Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Additional Warrants Transaction; plus (C) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2014 Warrants) (the “2014 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Warrants Transaction; plus (D) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2017 Warrants) (the “2017 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Warrants Transaction; and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer JPMorgan may, without Company’s 's consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan's commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Warrants to reduce (1i) JPMorgan's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the Section 16 Percentage will be equal to or less than 7.5%, quotient of (2x) the product of (a) the Number of Warrants and (b) the Warrant Equity Percentage will be equal to or less than 14.5%, and Entitlement divided by (3y) the Share Amount will be equal number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") to 14.5% or less than any such Post-Effective Limitless, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “"Terminated Portion”)") of this Transaction, such that (i) its "beneficial ownership" following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(jparagraph 9(l) shall apply to any amount that is payable by Company to Dealer JPMorgan pursuant to this sentence as if Company was not the Affected Partysentence). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer JPMorgan may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that JPMorgan shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Warrants to reduce (1i) JPMorgan’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer JPMorgan pursuant to this sentence as if Company was not the Affected Partysentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2014 Additional Warrants) (the “2014 Additional Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Additional Warrants Transaction; plus (C) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2014 Warrants) (the “2014 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Warrants Transaction; plus (D) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2017 Warrants) (the “2017 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Warrants Transaction; and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any affiliate of Dealer, and (ii) with Company’s consent (such consent not to be unreasonably withheld), transfer or assign all or any part of its rights or obligations under the Transaction to any third party; provided, in each case, that (x) Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment as determined as of the date of such transfer or assignment, and (y) Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company, including to permit Company to determine that the result described in the immediately preceding clause (x) of this proviso will not occur upon or after such transfer and assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, 8.5% or (3B) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partywholly owned direct or indirect subsidiary of JPMorgan Chase & Co. or any nationally recognized dealer in over-the-counter corporate equity derivatives; provided that, under the applicable law effective on the date of such assignment, (1) Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment; and (2) Company will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Company would have received from Dealer in the absence of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9.(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under Section 203

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer JPMorgan may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyparty with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) the credit rating of JPMorgan at the time of the transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Company and JPMorgan. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Warrants to reduce (1i) JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less or (ii) the Section 16 Percentage will be equal to or less than 7.5%, quotient of (2x) the product of (a) the Number of Warrants and (b) the Warrant Equity Percentage will be equal to or less than 14.5%, and Entitlement divided by (3y) the Share Amount will be equal number of Company’s outstanding Shares (such quotient expressed as a percentage, the “Warrant Equity Percentage”) to 14.5% or less than any such Post-Effective Limitless, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(jparagraph 9(k) shall apply to any amount that is payable by JPMorgan to Company to Dealer pursuant to this sentence as if Company was not the Affected Partysentence). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerCitibank. Dealer Citibank may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that Citibank shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after Citibank’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer Citibank is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Citibank and within a time period reasonably acceptable to Dealer such that Citibank of a sufficient number of Warrants to reduce (1i) Citibank’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer Citibank so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer Citibank pursuant to this sentence as if Company was not the Affected Partysentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2014 Warrants) (the “Other Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the Other Warrants Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to (x) any affiliate of Dealer or (y) another third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness greater than or equal to the Required Rating, or (ii) with Company’s consent (such consent not to be unreasonably withheld) transfer or assign all or any part of its rights or obligations under the Transaction to another third party. “Required Rating” means a rating of BBB- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Dealer. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, 9.0% or (3B) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party in accordance with the preceding sentence on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubtdoubt the Company shall be able to settle any corresponding obligation in cash or in Shares, in its discretion and in accordance with the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party)). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which

Transfer or Assignment. Company Neither party may not transfer any of its rights or obligations under this the Transaction without the prior written consent of the non-transferring party; provided that if, as determined at Dealer. ’s sole discretion, (x) its “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rales promulgated thereunder) with respect to the Shares exceeds 8.5% of Counterparty’s outstanding Shares or (y) the Aggregate Transaction Amount exceeds 8.5% of Counterparty’s outstanding Shares, Dealer may, without Company’s consent, may transfer or assign all a number of Options sufficient to reduce such “beneficial ownership” to 8% or any part of its rights or obligations under this the Aggregate Transaction Amount to 8%, as applicable, to any third party. If at any time at which party with a rating (1or whose guarantor has a rating) the Section 16 Percentage exceeds 7.5%for its long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Services or its successor (2) the Warrant Equity Percentage exceeds 14.5%“S&P”), or a3 or better by M▇▇▇▇’▇ Investors Service (3“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer. If, in the Share Amount exceeds the Post-Effective Limit (if any applies)sole discretion of Dealer, Dealer is unable after using its commercially reasonable efforts to effect a such transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%Dealer, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of the Transaction, such that its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) 8.5% or the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Aggregate Transaction Amount will be equal to or less than such Post-Effective Limit8.5%, as the case may be. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants Options equal to the number of Warrants underlying the Terminated Portion, (2ii) Company Counterparty shall be the (he sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of the Transaction (and, for and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the avoidance extent of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partywholly owned direct or indirect subsidiary of Bank of America Corporation or any nationally recognized dealer in over-the-counter corporate equity derivatives; provided that, under the applicable law effective on the date of such assignment, (1) Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment; and (2) Company will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Company would have received from Dealer in the absence of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9.(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law or any other law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company solely to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer JPMorgan may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that JPMorgan shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Warrants to reduce (1i) JPMorgan’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer JPMorgan pursuant to this sentence as if Company was not the Affected Partysentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2017 Additional Warrants) (the “2017 Additional Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Additional Warrants Transaction; plus (C) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2014 Warrants) (the “2014 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Warrants Transaction; plus (D) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2017 Warrants) (the “2017 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Warrants Transaction; and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided, however, that the transferee or assignee shall not be entitled to receive any greater payment of additional amounts under Section 2(d)(i)(4) of the Agreement than Dealer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the date of the transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated (NY) 27961/685/CALL.SPREAD/WMGI.WF.addtl.warrant.confirm.doc 31748424_1

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerBofA except in transactions contemplated by Section 3(a). Dealer may, without Company’s consent, BofA may transfer or assign all or any part portion of its rights or obligations under this Transaction to any third partywithout consent of Company. If at any time at which BofA, in its sole discretion, determines that, (1x) its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% or more of Company’s outstanding Shares or (y) the Section 16 Percentage exceeds 7.5%, (2) product of the Number of Warrants and the Warrant Equity Percentage Entitlement exceeds 14.5%15% of Company’s outstanding Shares, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies)and, Dealer in its sole discretion, BofA is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within in a time period reasonably acceptable to Dealer BofA that would reduce its “beneficial ownership” to 7.5% or such that (1) the Section 16 Percentage will be equal product to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) as the Share Amount will be equal to or less than any such Post-Effective Limitcase may be, then Dealer BofA may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that the its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.58%, (2) or the product of the Number of Warrants and the Warrant Equity Percentage Entitlement will be equal to or less than 14.515.0%, and (3) as the Share Amount will be equal to or less than such Post-Effective Limitcase may be. In the event that Dealer BofA so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement and Section 9(l) hereof as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(o) shall apply to any amount that is payable by Company to Dealer BofA pursuant to this sentence as if Company was not the Affected Partysentence). The “For the avoidance of doubt, if BofA assigns or terminates any Warrants hereunder, each Daily Number of Warrants not previously settled shall be reduced proportionally, as calculated by the Calculation Agent. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing BofA to purchase, sell, receive or deliver any shares or other securities to or from Company, BofA may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform BofA’s obligations in respect of this Transaction and any such designee may assume such obligations. BofA shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerCitibank. Dealer Citibank may, without Company’s 's consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after Citibank's commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer Citibank is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Citibank and within a time period reasonably acceptable to Dealer such that Citibank of a sufficient number of Warrants to reduce (1i) Citibank's "beneficial ownership" (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company's outstanding Shares or less or (ii) the Section 16 Percentage will be equal to or less than 7.5%, quotient of (2x) the product of (a) the Number of Warrants and (b) the Warrant Equity Percentage will be equal to or less than 14.5%, and Entitlement divided by (3y) the Share Amount will be equal number of Company's outstanding Shares (such quotient expressed as a percentage, the "Warrant Equity Percentage") to 14.5% or less than any such Post-Effective Limitless, then Dealer Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “"Terminated Portion”)") of this Transaction, such that (i) its "beneficial ownership" following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer Citibank so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(jparagraph 9(l) shall apply to any amount that is payable by Citibank to Company to Dealer pursuant to this sentence as if Company was not the Affected Partysentence). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank's obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company The Seller may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, freely transfer or assign all or any part of its rights or obligations and duties under this Transaction to any third partyConfirmation. If at any time following the closing of the Business Combination at which (1A) the Section 16 Percentage exceeds 7.5%, 9.9% (2) provided that the Warrant Equity Percentage exceeds 14.5%Counterparty is on such date a foreign private issuer (as defined by Rule 405 under the Securities Act), or (3B) the Share Amount exceeds the Post-Effective Limit (Applicable Share Limit, if any appliesapplies (any such condition described in clause (A) or (B), Dealer and “Excess Ownership Position”), Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants a portion of the Transaction to a third party on pricing terms reasonably acceptable to Dealer Seller, and within a time period reasonably acceptable to Dealer Seller, such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer Seller may designate any Exchange Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer Seller so designates an Early Termination Date with respect to a portion of the Transaction, it shall deliver to Counterparty on the Early Termination Date a number of Shares equal to the Terminated Portion, a payment and Seller shall be made pursuant permitted to Section 6 of retain the Agreement as if (1) an Early Termination Date had been designated Prepayment Amount in respect of a Transaction having terms identical to this Transaction and a Number of Warrants such Shares (equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) Shares in the Terminated Portion times the Initial Price) and shall have no obligation to make payment to Counterparty in respect of those Shares. The Number of Shares will be reduced by the sole Affected Transaction (and, for the avoidance number of doubt, the provisions of Section 9(j) shall apply to Shares in any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party)Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party; provided that after any such transfer and assignment, Company shall not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment, and provided further that Dealer shall cause the transferee to deliver to Company one duly executed and completed applicable Internal Revenue Service Form W-8 or Form W-9 (or successor thereto). If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “the

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyrecognized dealer in transactions of the same type as the Transaction provided that, after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights or obligations on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. If at any time at which (1A) the Section 16 Percentage exceeds 7.59.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion based on advice of counsel. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that, in Dealer’s reasonable discretion based on advice of counsel, could give rise to reporting or registration obligations (except for filings on Form 13F, Schedule 13D or Schedule 13G) or other requirements (including obtaining prior approval from any person or entity, but excluding any such requirements that can be satisfied without administrative or operational burden or cost to Dealer) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion based on advice of counsel, minus (B) 1% of the number of Shares outstanding. Dealer shall provide Company with written notice of any transfer or assignment on the date of or as promptly as practicable after the date of such transfer or assignment. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third party. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(i) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, an “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of an Dealer Person, or could result in an adverse effect on an Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (x) the

Transfer or Assignment. Company Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. If (i) Dealer’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) exceeds 7.5% of Counterparty’s outstanding Shares or (ii) the Option Equity Percentage exceeds 14.5%, Dealer may, without CompanyCounterparty’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyparty with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) the credit rating of Dealer at the time of the transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies)after Dealer’s commercially reasonable efforts, Dealer is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that of a sufficient number of Options to reduce (1i) Dealer’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares or less or (ii) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Option Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Option Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the number of Warrants underlying the Terminated Portion, (2ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9(n) shall apply to any amount that is payable by Company Dealer to Dealer Counterparty pursuant to this sentence as if Company Counterparty was not the Affected Party). The “Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any such performance. Any transfer, assignment or early termination of this Transaction by Dealer shall be in full compliance with the Securities Act and other applicable laws.

Transfer or Assignment. Company Neither party may transfer any of its rights or obligations under the Transaction without the prior written consent of the non-transferring party; provided that if JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) exceeds 8.0% of Counterparty’s outstanding Shares JPMorgan may assign or transfer a portion of the Transaction without Counterparty’s consent to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) the credit rating of JPMorgan at the time of the transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and JPMorgan to reduce JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 8.0% of Counterparty’s outstanding Shares or less; and provided, further, that JPMorgan shall not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third partyentity listed on Schedule A without Counterparty’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants (i) permitted by the proviso to a third party the immediately preceding sentence or (ii) at any time at which the Equity Percentage exceeds 8.0% (an “Excess Ownership Position”), on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%JPMorgan of a sufficient number of Options, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of the Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, 8.0% or (2ii) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective LimitExcess Ownership Position no longer exists. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment or delivery shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants Options equal to the number of Warrants underlying the Terminated Portion, (2ii) Company Counterparty shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “of

Transfer or Assignment. The Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of DealerBank. Dealer may, without Company’s consent, Bank may transfer or assign all or any part portion of its rights or obligations under this the Transaction without consent of the Company to any third party. If at any time at which party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Bank at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by ▇▇▇▇▇’▇ Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Company and Bank. If, however, in Bank’s sole discretion, Bank is unable to effect a transfer or assignment on pricing terms reasonably acceptable to Bank and within a time period reasonably acceptable to Bank of a sufficient number of Warrants to reduce (i) Bank Group’s “beneficial ownership” (within the meaning of Section 13 or Section 16 Percentage exceeds of the Exchange Act and rules promulgated thereunder) to equal to or less than 7.5%, (2ii) the Warrant Equity Percentage exceeds to equal to or less than 14.5%, or and (3iii) the Share Amount exceeds to equal to or less than the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Bank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of the Transaction, such that (i) Bank Group’s “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limit. In the event that Dealer Bank so designates an Early Termination Date with respect to a Terminated Portionportion of the Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) the Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions provision of Section 9(jparagraph 9(n) shall apply to any amount that is payable by the Company to Dealer Bank pursuant to this sentence as if sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Bank to purchase, sell, receive or deliver any Shares or other securities to or from the Company, Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Bank’s obligations in respect of the Transaction and any such designee may assume such obligations. Bank shall be discharged of its obligations to the Company was not to the Affected Party)extent of any such performance. “Bank Group” means Bank and each business unit of its affiliates subject to aggregation with Bank under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation or regulatory order that for any reason becomes applicable to ownership of Shares after the Trade Date (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Bank in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Bank Person, or would result in an adverse effect on a Bank Person, under the Applicable Laws, as determined by Bank in its reasonable discretion, minus (y) 1% of the number of Shares outstanding. If at any time Bank determines, in its reasonable opinion based upon advice of counsel, that as a result of Company’s direct or indirect interest in, or direct or indirect control of, either Textron Business Credit, Inc. or Textron Financial Corporation, any state or federal laws are or have become applicable to Bank’s ownership of Shares, then the Post-Effective Limit and the Share Amount shall be determined as set forth above in the definitions of those terms, irrespective of whether or not such laws have been applicable to ownership of Shares on or prior to the Trade Date.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (x) the product of the Number of Warrants and the Warrant Entitlement and (y) and the aggregate number of Shares underlying any other warrants purchased by Dealer from

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerCitibank. Dealer Citibank may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that Citibank shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after Citibank’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer Citibank is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer Citibank and within a time period reasonably acceptable to Dealer such that Citibank of a sufficient number of Warrants to reduce (1i) Citibank’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer Citibank may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer Citibank so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer Citibank pursuant to this sentence as if Company was not the Affected Partysentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and Citibank (Re: 2017 Warrants) (the “Other Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the Other Warrants Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any Shares or other securities to or from Company, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Citibank’s obligations in respect of this Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partyparty provided that Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, 8.5% or (3B) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, (i) the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected PartyParty and (ii) the Company shall be able to settle any corresponding obligations in accordance with Section 9(j)). Dealer shall notify Company of an Excess Ownership Position with respect to which it intends to seek to effect a transfer or assignment as soon as reasonably practicable after becoming aware of such Excess Ownership Position. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (x) the product of the Number of Warrants and the Warrant Entitlement and (y) and

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of DealerJPMorgan. Dealer JPMorgan may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party; provided, however, that JPMorgan shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Company’s consent. If at any time at which (1) the Section 16 Percentage exceeds 7.5%after JPMorgan’s commercially reasonable efforts, (2) the Warrant Equity Percentage exceeds 14.5%, or (3) the Share Amount exceeds the Post-Effective Limit (if any applies), Dealer JPMorgan is unable after using its commercially reasonable efforts to effect such a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer JPMorgan and within a time period reasonably acceptable to Dealer such that JPMorgan of a sufficient number of Warrants to reduce (1i) JPMorgan’s “beneficial ownership” (within the meaning of Section 16 Percentage will be equal 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less than 7.5%, or (2ii) the Warrant Equity Percentage will be equal to 14.5% or less than 14.5%less, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, % or (2ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer JPMorgan so designates an Early Termination Date with respect to a Terminated Portionportion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement as if (1i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2ii) Company shall be the sole Affected Party with respect to such partial termination and (3iii) the Terminated Portion such Transaction shall be the sole Affected only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section paragraph 9(j) shall apply to any amount that is payable by Company to Dealer JPMorgan pursuant to this sentence as if Company was not the Affected Partysentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2014 Warrants) (the “Other Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the Other Warrants Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. Company may not transfer any of its rights or obligations under this the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this the Transaction to any third partywholly owned direct or indirect subsidiary of JPMorgan Chase & Co. or any nationally recognized dealer in over-the-counter corporate equity derivatives; provided that, under the applicable law effective on the date of such assignment, (1) Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment; and (2) Company will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement that is less than the amount that Company would have received from Dealer in the absence of such transfer or assignment. If at any time at which (1A) the Section 16 Percentage exceeds 7.58.0%, (2B) the Warrant Equity Percentage exceeds 14.5%, or (3C) the Share Amount exceeds the Post-Effective Applicable Share Limit (if any applies) (any such condition described in clauses (A), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limitno Excess Ownership Position exists, then Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limitno Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j9.(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and any of its affiliates or any other person subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of ▇▇▇▇▇▇▇ ▇▇ ▇▇ ▇▇▇