Common use of Adequate Information; No Reliance Clause in Contracts

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (ii) this Agreement (including Exhibit A hereto) (collectively, the “Materials”), (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and the other Materials, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates, agents or representatives includingor any other entity or person, without limitation(e) no statement or written material contrary to the Public Filings or the Materials has been made or given to the Holder by or on behalf of the Company, (f) the Company may have information that has not been publicly disclosed concerning the Company, its subsidiaries and affiliates (the “Information”) and (i) such Information may be indicative of or affect the value of the Exchange Consideration, the Financial AdvisorNotes or the Common Stock, except for (ii) the representations Holder has not received any such Information and warranties expressly made by (iii) any such Information could be material to Holder’s decision to consummate the Company in Article III, Exchange or otherwise adverse to its interests and (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the TransactionsExchange.

Adequate Information; No Reliance. The Undersigned Vendor acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Vendor has been furnished with all materials it the Vendor considers relevant to making an investment this exchange and settlement decision and to enter into this Agreement and effectuate the Transactions Exchange and Settlement and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the United States Securities and Exchange ActAct of 1934, as amended (collectively, the “Public Filings”), and (ii) this Agreement, (b) the Undersigned Vendor has had a full an opportunity to ask submit questions of and receive answers from the Company or any person or persons acting on behalf of to the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange and Settlement, and has all information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and this Agreement, (c) the Undersigned and each Holder Vendor has had the opportunity to consult with their respective accounting, tax, financial and legal advisors of its choosing to be able to evaluate the risks involved in the Transactions Exchange and Settlement and to make an informed investment decision with respect to such TransactionsExchange and Settlement, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor Vendor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisoror any other entity or person, except for (A) the Public Filings, (B) this Agreement and (C) the representations and warranties expressly made by the Company in Article IIIthis Agreement, and (ge) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors or employees shall be liable written material contrary to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor Public Filings or this Agreement has placed any pressure on such Holder to respond been made or given to the opportunity to participate in the Transactions. Each Vendor by or on behalf of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the TransactionsCompany.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder Purchaser that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the U.S. Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (b) the Undersigned has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsPurchase, all of which questions, if any, have been answered to the satisfaction of the Undersigned, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks and consequences involved in the Transactions Purchase and to make an informed investment decision with respect to such TransactionsPurchase, (d) the Undersigned and each Holder has Purchaser have evaluated the tax and other consequences of the Transactions Purchase and ownership of the Exchange Shares Purchased Notes with its their respective tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor OpCo is acting as a fiduciary or financial or investment advisor adviser to the Undersigned or any Holdersuch Purchaser, and (f) neither the Undersigned nor any Holder such Purchaser is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial AdvisorOpCo, except for (i) the representations publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations, warranties expressly and covenants made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the United States Securities and Exchange ActAct of 1934, as amended (collectively, the “Public Filings”) and (ii) this Agreement (including the exhibits hereto), (b) the Undersigned Holder has had a full an opportunity to ask submit questions of and receive answers from the Company or any person or persons acting on behalf of to the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, and has all information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and this Agreement, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives or any other entity or person, including, without limitation, the Financial AdvisorLeerink Partners LLC, except for (A) the Public Filings, (B) this Agreement and (C) the representations and warranties expressly made by the Company in Article IIIthis Agreement, (ge) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders disclosure documents provided in connection with the Transactions Exchange are the responsibility of the Company and that Leerink Partners LLC assumes no responsibility therefor and that Leerink Partners LLC has made no independent investigation with respect to the Company, any Exchange or the Shares or the accuracy, completeness or adequacy of any information supplied by the Company (including the Public Filings), (f) no statement or written material contrary to the Public Filings or this Agreement has been made or given to the Holder by or on behalf of the Company, and (hg) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, (d) each Holder has evaluated the tax and other consequences of the Transactions Exchange and ownership of the Exchange Shares New Notes with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to such Holder of the such Holder, (e) neither issuance of the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any HolderNew Notes with significant original issue discount for U.S. Federal income tax purposes, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorOpCo, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (B) the representations and warranties expressly made by the Company in Article IIIthis Agreement, and (g) neither the Financial Advisor nor none of OpCo, any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with or any transaction in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the TransactionsExchange. Each of the Undersigned and each Holder is able to fend for itself a sophisticated participant in the TransactionsExchange; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesNew Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that an investment in the Exchange Shares New Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all conducted its own review of materials it considers relevant to making an investment decision to enter into the Transactions Conversion and the Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct and all information incorporated into such filings and submissions, (b) the Undersigned Holder has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) the Holder has had a full opportunity to speak directly with directors, officers and “Affiliates” (as that term is defined in Rule 501(b) of Regulation D under the Securities Act) of the Company and to ask questions of and receive answers from the Company or any person or persons acting on behalf and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsConversion and the Exchange, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (cd) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Conversion and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether Conversion and the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, Exchange and (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, together with all information incorporated into such filings and submissions, and (B) the representations and warranties expressly made by the Company in Article III, (g) neither this Agreement and the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange other agreements contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactionshereby.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from GEOCH and the Company or any person or persons acting on behalf of GEOCH or the Company concerning GEOCH and the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither GEOCH, the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by GEOCH, the Company or any of its their Affiliates or representatives including, without limitation, the Financial Advisor, except for the representations and warranties expressly made by GEOCH and the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither GEOCH, the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon GEOCH, the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that such Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each the Holder understands that no federal or state agency has evaluated passed upon the tax and other consequences merits or risks of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved an investment in the transactions contemplated by Common Stock or made any finding or determination concerning the fairness or advisability of this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderinvestment, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorLeerink, except for the representations and warranties expressly made by the Company in Article IIIthis Agreement, (f) any disclosure documents provided in connection with the Exchange are the responsibility of the Company and that Leerink assumes no responsibility therefor and that Leerink has made no independent investigation with respect to the Company, any Exchange or the Shares or the accuracy, completeness or adequacy of any information supplied by the Company (including the Company’s filings and submissions with the SEC), (g) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors written material contrary to this Agreement has been made or employees shall be liable given to the Holders in connection with Holder by or on behalf of the Transactions Company and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on any the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Notes and/or the Common Stock. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Exchange Shares involves Common Stock or a high degree disposition of risk; hasthe Notes, independently and without reliance upon hereby waives all present or future claims arising out of or relating to the Company’s failure to disclose such non-public information to the Holder. The Holder also specifically acknowledges that the Company would not enter into this Agreement or the Financial Advisor, made its own analysis and decision to participate any related documents in the exchange contemplated hereby on the terms absence of such Holder’s representations and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, are a meaningful opportunity fundamental inducement to negotiate the terms Company, and a substantial portion of the Transactionsconsideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Holder agrees that it will, upon request, execute and deliver any additional documents reasonably deemed by the Company, the trustee for the Notes or the transfer agent to be necessary or desirable to complete the Exchange.

Adequate Information; No Reliance. The Undersigned Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions purchase and sale of the Notes and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct and all information incorporated into such filings and submissions, (b) the Undersigned Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the transactions contemplated hereby, (c) the Purchaser has had a full opportunity to speak directly with directors, officers and “Affiliates” (as that term is defined in Rule 501(b) of Regulation D under the Securities Act) of the Company and to ask questions of and receive answers from the Company or any person or persons acting on behalf and such directors, officers and Affiliates of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the Transactionspurchase and sale of the Notes, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (cd) the Undersigned and each Holder Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions purchase and sale of the Notes and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax purchase and other consequences of the Transactions sale and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor Purchaser is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, and (B) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Term Loan Restructuring and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (ii) this Agreement (including the exhibits hereto) (the “Materials”), (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsTerm Loan Restructuring, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and the Materials, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Term Loan Restructuring and to make an informed investment decision with respect to such TransactionsTerm Loan Restructuring, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisor, except for the representations and warranties expressly made by the Company in Article IIIor any other entity or person, (ge) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors or employees shall be liable written material contrary to the Holders in connection with Public Filings or the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor Materials has placed any pressure on such Holder to respond been made or given to the opportunity to participate in the Transactions. Each Holder by or on behalf of the Undersigned and each Company, (f ) the Holder is able to fend for itself in the Transactions; has such knowledge Term Loan Restructuring, and experience (g) the Holder is not relying on any information or statements provided by Agent in financial and business matters as to be capable of evaluating connection with the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the TransactionsTerm Loan Restructuring.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and to consummate the other transactions contemplated hereby and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that such Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each no statement or written material contrary to this Agreement has been made or given to the Holder has evaluated the tax and other consequences by or on behalf of the Transactions and ownership Company, any of the Exchange Shares with its taxofficers, accountingdirectors or employees, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in or any adverse tax consequences to the such Holderof their respective affiliates or representatives, (e) neither the Company nor terms of the Financial Advisor is acting as a fiduciary or financial or investment advisor to Exchange are the Undersigned or any Holder, result of bilateral negotiations among the parties and (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective Exchange of the Old Notes and the investment in the Exchange Shares; New Notes and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Old Notes, the New Notes and the Company’s Common Stock into which such Old Notes and New Notes are convertible. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby (including, without limitation, the Exchange), it does not require the disclosure of such non-public information to it by the Company in order to consummate the Exchange and make an investment in the Exchange Shares involves a high degree New Notes, and hereby waives any and all present or future claims against the Company, any of risk; hasits officers, independently and without reliance upon directors or employees, or any of their respective affiliates or representatives arising out of or relating to the Company or Company’s failure to disclose any such non-public information to the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the TransactionsHolder.

Adequate Information; No Reliance. The Undersigned Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the Undersigned transactions contemplated hereby and is able to bear the economic risks of an investment in the Securities, (c) Purchaser has had a full opportunity to speak directly with directors and officers of the Company and to ask questions of and receive answers from the Company or any person or persons acting on behalf and such directors and officers of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsPurchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (cd) the Undersigned and each Holder Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement Purchase and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, Purchase and (e) neither the Company nor the Financial Advisor Purchaser is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates the Company’s directors, officers, affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor either of the Financial Advisor Exchange Agents is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, either of the Financial AdvisorExchange Agents, except for the representations and warranties expressly made by the Company in Article III, (g) neither none of the Financial Advisor nor Exchange Agents, any of its their affiliates or any of its their control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor either of the Financial Advisor Exchange Agents has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or either of the Financial AdvisorExchange Agents, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and to consummate the other transactions contemplated hereby and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that such Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each no statement or written material contrary to this Agreement has been made or given to the Holder has evaluated the tax and other consequences by or on behalf of the Transactions and ownership Company, any of the Exchange Shares with its taxofficers, accountingdirectors or employees, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in or any adverse tax consequences to the such Holderof their respective affiliates or representatives, (e) neither the Company nor terms of the Financial Advisor is acting as a fiduciary or financial or investment advisor to Exchange are the Undersigned or any Holder, result of bilateral negotiations among the parties and (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective Exchange of the Old Notes and the investment in the Exchange Shares; New Notes and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Old Notes, the New Notes and the Company’s Common Stock into which such Old Notes and New Notes are convertible. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby (including, without limitation, the Exchange), it does not require the disclosure of such non-public information to it by the Company in order to consummate the Exchange and make an investment in the Exchange Shares involves a high degree New Notes (other than disclosure of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the all material terms of the TransactionsExchange (to the extent not previously publicly disclosed), which shall be disclosed by the Company prior to the Disclosure Time), and hereby waives any and all present or future claims against the Company, any of its officers, directors or employees, or any of their respective affiliates or representatives arising out of or relating to the Company’s failure to disclose any such non-public information to the Holder (other than with respect to the disclosure of all material terms of the Exchange (to the extent not previously publicly disclosed), which shall be disclosed by the Company prior to the Disclosure Time).

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewedi) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “Public Filings”), and (ii) this Agreement (including the exhibits thereto) (the “Materials”), (b) the Undersigned has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsPurchase and the Notes, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and the Materials, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Purchase and to make an informed investment decision with respect to such TransactionsPurchase, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisoror any other entity or person, except for (A) the Public Filings, (B) the Materials, and (C) the representations and warranties expressly made by the Company in Article IIIthis Agreement, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (he) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Purchase, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Notes and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Such Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned such Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions this Agreement and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings SEC Reports and submissions with (ii) this Agreement (including the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Actexhibits thereto), (b) the Undersigned such Purchaser has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of this Agreement, and to obtain from the TransactionsCompany any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the SEC Reports, (c) the Undersigned and each Holder such Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holdertransactions, (ed) neither the Company nor the Financial Advisor such Purchaser is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisoror any other entity or person, except for (A) the SEC Reports, and (B) the representations and warranties expressly made by the Company in Article IIIthis Agreement, (ge) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors or employees shall be liable written material contrary to the Holders in connection with SEC Reports has been made or given to such Purchaser by or on behalf of the Transactions Company, and (hf) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder Purchaser is able to fend for itself in the Transactions; with respect to this Agreement, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; shares of Common Stock and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree . Disclosure of risk; has, independently and without reliance upon Information. Such Purchaser has had an opportunity to receive all information related to the Company or requested by it and to ask questions of and receive answers from the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.Company regarding the

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that such Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each the Holder understands that no federal or state agency has evaluated passed upon the tax and other consequences merits or risks of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved an investment in the transactions contemplated by Common Stock or made any finding or determination concerning the fairness or advisability of this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderinvestment, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for the representations and warranties expressly made by the Company in Article IIIthis Agreement, (f) no statement or written material contrary to this Agreement has been made or given to the Holder by or on behalf of the Company and (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on any the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Outstanding Notes and/or the Common Stock. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Exchange Shares involves Common Stock or a high degree disposition of risk; hasthe Outstanding Notes, independently and without reliance upon hereby waives all present or future claims arising out of or relating to the Company’s failure to disclose such non-public information to the Holder. The Holder also specifically acknowledges that the Company would not enter into this Agreement or the Financial Advisor, made its own analysis and decision to participate any related documents in the exchange contemplated hereby on the terms absence of such Holder’s representations and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, is a meaningful opportunity fundamental inducement to negotiate the terms Company, and a substantial portion of the Transactionsconsideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Holder understands that the tax consequences of the Exchange will depend in part on its own tax circumstances. The Holder acknowledges that it must consult its own tax adviser about the federal, foreign, state and local tax consequences peculiar to its circumstances. The Holder agrees that it will, upon request, execute and deliver any additional documents reasonably deemed by the Company, the trustee for the Outstanding Notes or the transfer agent to be necessary or desirable to complete the Exchange.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (b) the Undersigned Holder has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each the Holder has evaluated the tax and other consequences of the Transactions and receipt and ownership of the Exchange Shares Consideration, as applicable, with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Holder and (f) neither the Undersigned nor any Holder is not relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the Public Filings and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each such Holder is able to fend for itself in the Transactions; , has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesHolder New Notes and the Equity Consideration; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares Holder New Notes and the Equity Consideration involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Such Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), a current balance sheet of the Company and other information regarding the Company’s current results of operations and financial condition and the letter agreements regarding forbearance between the Company and the Purchasers dated July 3, 2024 and July 31, 2024, and (b) the Undersigned Purchaser has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder the Purchaser has evaluated the tax and other consequences of the Transactions and receipt and ownership of the Exchange Shares Purchaser New Notes and the Warrants with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Purchaser and (f) neither the Undersigned nor any Holder Purchaser is not relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the Public Filings and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder Such Purchaser is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesPurchaser New Notes and the Warrants; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares Purchaser New Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that the Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that the Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each the Holder understands that no federal or state agency has evaluated passed upon the tax and other consequences merits or risks of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved an investment in the transactions contemplated by Common Stock or made any finding or determination concerning the fairness or advisability of this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderinvestment, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for the representations and warranties expressly made by the Company in Article IIIthis Agreement, (f) any disclosure documents provided in connection with the Exchange are the responsibility of the Company, (g) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors written material contrary to this Agreement has been made or employees shall be liable given to the Holders in connection with Holder by or on behalf of the Transactions Company and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Notes, the Shares and/or the Common Stock, that it has not disclosed to the Holder. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Exchange Shares involves Common Stock or a high degree disposition of risk; hasthe Notes, independently and without reliance upon hereby waives all present or future claims arising out of or relating to the Company’s failure to disclose such non-public information to the Holder. The Holder also specifically acknowledges that the Company would not enter into this Agreement or the Financial Advisor, made its own analysis and decision to participate any related documents in the exchange contemplated hereby on absence of the terms Holder’s representations and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, are a meaningful opportunity fundamental inducement to negotiate the terms Company, and a substantial portion of the Transactionsconsideration provided by the Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Holder agrees that it will, upon request, execute and deliver any additional documents reasonably deemed by the Company, the Trustee or the transfer agent for the Common Stock to be necessary or desirable to complete the Exchange.

Adequate Information; No Reliance. The Undersigned is a registered investment adviser with the Securities and Exchange Commission (the “SEC”) acting on behalf of one or more Holders who are its investment advisory clients. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to such Holder of the such Holderissuance of the Exchange Shares with significant original issue discount for U.S. Federal income tax purposes, (e) neither the Company nor the Financial Advisor Exchange Agent is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial AdvisorExchange Agent, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, this Agreement and (g) neither none of the Financial Advisor nor Exchange Agent, any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that such Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorLeerink, except for the representations and warranties expressly made by the Company in Article IIIthis Agreement, (ge) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders disclosure documents provided in connection with the Transactions Exchange are the responsibility of the Company and that Leerink assumes no responsibility therefor and that Leerink has made no independent investigation with respect to the Company, any Exchange or the New Notes or the accuracy, completeness or adequacy of any information supplied by the Company (including the Company’s filings and submissions with the SEC), (f) no statement or written material contrary to this Agreement has been made or given to the Holder by or on behalf of the Company and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Notes and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Old Notes and the New Notes. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Exchange Shares involves a high degree New Notes, and hereby waives all present or future claims arising out of risk; has, independently and without reliance upon or relating to the Company’s failure to disclose such non-public information to the Holder. The Holder also specifically acknowledges that the Company would not enter into this Agreement or the Financial Advisor, made its own analysis and decision to participate any related documents in the exchange contemplated hereby on the terms absence of such Holder’s representations and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, are a meaningful opportunity fundamental inducement to negotiate the terms Company, and a substantial portion of the Transactionsconsideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Holder agrees that it will, upon request, execute and deliver any additional documents reasonably deemed by the Company, the trustee for the Old Notes and the New Notes or the transfer agent to be necessary or desirable to complete the Exchange.

Adequate Information; No Reliance. The Undersigned Each Investor acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned such Investor has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s Issuers’ filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned such Investor has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company Issuers concerning the CompanyIssuers, its their business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder such Investor has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder it has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares New Notes with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such HolderInvestor of the Issuers’ ownership of U.S. real property interests, (e) neither the Company Issuers nor the Financial Advisor Barclays Capital Inc. is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Investor in connection with the Transactions and (f) neither the Undersigned nor any Holder such Investor is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company Issuers or any of its Affiliates or representatives regarding the Transactions, including, without limitation, the Financial AdvisorBarclays Capital Inc., except for (A) the publicly available filings and submissions made by the Issuers with the SEC under the Exchange Act, and (B) the representations and warranties expressly made by the Company Issuers in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; The Active 21652970 Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesNew Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares New Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and to consummate the other transactions contemplated hereby and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that such Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation representation, warranty or warranty other statement made by the Company Company, any of its officers, directors or employees, or any of its Affiliates their respective affiliates or representatives including, without limitation, the Financial AdvisorCxxxx-Xxxxxx, except for the representations and warranties expressly made by the Company in Article IIIIII of this Agreement, (e) any disclosure documents provided in connection with the Exchange are the responsibility of the Company and that Cxxxx-Xxxxxx assumes no responsibility therefor and that Cxxxx-Xxxxxx has made no independent investigation with respect to the Company, the Exchange or the New Notes or the accuracy, completeness or adequacy of any information supplied by the Company (including the Company’s filings and submissions with the SEC), (f) no statement or written material contrary to this Agreement has been made or given to the Holder by or on behalf of the Company, any of its officers, directors or employees, or any of their respective affiliates or representatives, (g) neither the Financial Advisor nor any terms of its affiliates or any the Exchange are the result of its control persons, officers, directors or employees shall be liable to bilateral negotiations among the Holders in connection with the Transactions parties and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective Exchange of the Old Notes and the investment in the Exchange Shares; New Notes and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Old Notes, the New Notes and the Company’s Common Stock into which such Old Notes and New Notes are convertible. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby (including, without limitation, the Exchange), it does not require the disclosure of such non-public information to it by the Company in order to consummate the Exchange and make an investment in the Exchange Shares involves a high degree New Notes, and hereby waives any and all present or future claims against the Company, any of risk; hasits officers, independently and without reliance upon directors or employees, or any of their respective affiliates or representatives arising out of or relating to the Company’s failure to disclose any such non-public information to the Holder. The Holder also specifically acknowledges that the Company would not enter into this Agreement or the Financial Advisor, made its own analysis and decision to participate any related documents in the exchange contemplated hereby on the terms absence of such Holder’s representations and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, are a meaningful opportunity fundamental inducement to negotiate the terms Company, and a substantial portion of the Transactionsconsideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Holder agrees that it will, upon request, execute and deliver any additional documents reasonably deemed by the Company, the trustee for the Old Notes and the New Notes or the transfer agent to be necessary or desirable to complete the Exchange.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review review: (and has carefully reviewedi) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished filings made pursuant to the Exchange ActAct and (ii) a draft press release or form of Current Report on Form 8-K (the “Anticipated Disclosure”) disclosing all material terms of the Exchange and certain other matters concerning the Company, the substance of which will be publicly issued or filed with the SEC in accordance with Section 3.5 below, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accountinglegal, tax, financial, legal accounting or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorLazard Frères & Co. LLC and Lazard Capital Markets LLC, except for (A) the publicly available filings made by the Company with the SEC under the Exchange Act, (B) the Anticipated Disclosure, and (C) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, (d) each Holder has evaluated the tax and other consequences of the Transactions Exchange and ownership of the Exchange Shares New Notes with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to such Holder of the such Holderissuance of the New Notes with original issue discount, if any, for U.S. federal income tax purposes, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorOpCo, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (B) the representations and warranties expressly made by the Company in Article IIIthis Agreement, and (gf) neither the Financial Advisor nor none of OpCo, any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with or any transaction in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the TransactionsExchange. Each of the Undersigned and each Holder is able to fend for itself a sophisticated participant in the TransactionsExchange; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesNew Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that an investment in the Exchange Shares New Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (b) the Undersigned Holder has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each the Holder has evaluated the tax and other consequences of the Transactions and receipt and ownership of the Exchange Shares Consideration, as applicable, with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Holder and (f) neither the Undersigned nor any Holder is not relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the Public Filings and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder such Xxxxxx is able to fend for itself in the Transactions; , has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesHolder New Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares Holder New Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder Purchaser that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, and (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsPurchase, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks and consequences involved in the Transactions Purchase and to make an informed investment decision with respect to such TransactionsPurchase, (d) the Undersigned and each Holder has Purchaser have evaluated the tax and other consequences of the Transactions Purchase and ownership of the Exchange Shares Purchased Notes with its their respective tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the Undersigned or such HolderPurchaser of the issuance of the Purchased Notes with significant original issue discount for U.S. Federal income tax purposes, (e) neither the Company nor the Financial Advisor Lazard is acting as a fiduciary or financial or investment advisor adviser to the Undersigned or any Holdersuch Purchaser, and (f) neither the Undersigned nor any Holder such Purchaser is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial AdvisorLazard, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review the (and has carefully reviewedi) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, and (ii) a draft press release or form of Current Report on Form 8-K disclosing all material terms of the Exchange and certain other matters concerning the Company (the “Anticipated Disclosure”), the substance of which will be publicly issued or filed with the SEC in accordance with Section 3.6 below, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such Transactions, Exchange and (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorLazard Frères & Co. LLC and Lazard Capital Markets LLC, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, (B) the Anticipated Disclosure and (C) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned is a registered investment adviser with the Securities and Exchange Commission (the “SEC”) acting on behalf of itself and, as applicable, the Accounts that are Holders who are its investment advisory clients. The Undersigned acknowledges and agrees on behalf of itself and each and, as applicable, such Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each such Holder has have had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks and consequences involved in the Transactions and to make an informed investment decision with respect to such Transactions, including, if applicable, the consequences to such Holder of the issuance of the Holder New Notes with significant original issue discount for U.S. federal income tax purposes, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor X.X. Xxxxxx nor any of their respective Affiliates or representatives is acting as a fiduciary or financial or investment advisor to the Undersigned or any such Holder, (fe) neither the Undersigned nor any such Holder is relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company, X.X. Xxxxxx or any of their respective Affiliates or representatives, except, in the case of the Company or (and as to which neither X.X. Xxxxxx nor any of its Affiliates or representatives includingmakes any representation), without limitation, for (i) the Financial Advisor, except for publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each such Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesHolder New Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares Holder New Notes involves a high degree of risk; has, independently . Each of the Undersigned and without reliance upon the Company or the Financial Advisor, made its own analysis and decision such Holder has had a sufficient amount of time to consider whether to participate in the exchange contemplated hereby Transactions, and neither the Company nor X.X. Xxxxxx, nor any of their respective Affiliates or agents, has placed any pressure on the terms and conditions set forth in this Agreement; and was given a meaningful Undersigned or any Holder to respond to the opportunity to negotiate participate in the terms Transactions and (f) X.X. Xxxxxx shall have no liability or obligation (including, without limitation, for or with respect to any losses, claims, damages, obligations, penalties, judgments, awards, liabilities, costs, expenses or disbursements incurred by such Holder, the Company or any other person or entity), whether in contract, tort or otherwise, to such Holder, or to any person claiming through such Holder, in respect of the Transactions.

Adequate Information; No Reliance. The Undersigned Noteholder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Noteholder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, and (b) the Undersigned Noteholder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, all of which were answered to its satisfaction, (c) the Undersigned and each Holder Noteholder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such the Transactions, (d) each Holder the Noteholder (as applicable) has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares New Secured Notes and Warrants with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such HolderNoteholder of the issuance of the New Secured Notes with significant original issue discount for U.S. Federal income tax purposes, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Noteholder and (f) neither the Undersigned nor any Holder Noteholder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its their Affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither this Agreement. the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder Noteholder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesNew Secured Notes and Warrants; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares New Secured Notes and Warrants involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewedi) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (ii) a draft press release or form of Current Report on Form 8-K disclosing, among other things, certain financial information concerning the Company’s first quarter ended March 31, 2013, the substance of which will be publicly issued or filed with the SEC in accordance with Section 3.6 below and (iii) a draft press release or form of Current Report on Form 8-K disclosing all material terms of the Exchange and certain other matters concerning the Company, the substance of which will be publicly issued or filed with the SEC in accordance with Section 3.6 below (the disclosures described in preceding clause (ii) and this clause (iii) being referred to collectively herein as the “Anticipated Disclosure”), (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such Transactions, Exchange and (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorLazard Frères & Co. LLC and Lazard Capital Markets LLC, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, (B) the Anticipated Disclosure, and (C) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Such Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (b) the Undersigned Purchaser has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder the Purchaser has evaluated the tax and other consequences of the Transactions and receipt and ownership of the Exchange Shares Purchaser New Notes and the Warrants with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Purchaser and (f) neither the Undersigned nor any Holder Purchaser is not relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the Public Filings and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder such Purchaser is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesPurchaser New Notes and the Warrants; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares Purchaser New Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to such Holder of the such Holderissuance of the Exchange Shares with significant original issue discount for U.S. Federal income tax purposes, (e) neither the Company nor the Financial Advisor Exchange Agent is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial AdvisorExchange Agent, except for (i) the publicly available filings and submissions made by the Company with the U.S. Securities and Exchange Commission (the “SEC”) under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, this Agreement and (g) neither none of the Financial Advisor nor Exchange Agent, any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Such Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), a current balance sheet of the Company and other information regarding the Company’s current results of operations and financial condition and the letter agreements regarding forbearance between the Company and the Holders dated July 3, 2024 and July 31, 2024, and (b) the Undersigned Holder has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each the Holder has evaluated the tax and other consequences of the Transactions and receipt and ownership of the Exchange Shares Holder New Notes and the Amended Warrants with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Holder and (f) neither the Undersigned nor any Holder is not relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the Public Filings and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Such Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesHolder New Notes and the Amended Warrants; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares Holder New Notes and the Amended Warrants involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the U.S. Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”); (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, ; (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, ; (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to such Holder of the such Holderissuance of the Exchange Shares with original issue discount, if any, for U.S. Federal income tax purposes; (e) neither the Company nor the Financial Advisor Exchange Agent is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, ; (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial AdvisorExchange Agent, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, this Agreement; and (g) neither none of the Financial Advisor nor Exchange Agent, any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder (i) is able to fend for itself a sophisticated participant in the Transactions; (ii) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; (iii) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and (iv) acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned is a registered investment adviser with the Securities and Exchange Commission (the “SEC”) acting on behalf of one or more Holders who are its investment advisory clients. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Repurchase Shares with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor Repurchase Agent is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial AdvisorRepurchase Agent, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, this Agreement and (g) neither none of the Financial Advisor nor Repurchase Agent, any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Repurchase Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Repurchase Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned acknowledges and Such Holder agrees on behalf of itself and each Holder that (a) the Undersigned such Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC, including, without limitation, all information filed or furnished ”) as well as filings and submissions made available by the Company pursuant to the Exchange ActIndenture, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder it has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Holder and (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (A) filings and submissions made available by the Company pursuant to the Indenture and (B) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Such Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Noteholder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Noteholder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, and (b) the Undersigned Noteholder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the TransactionsExchange, all of which were answered to its satisfaction, (c) the Undersigned and each Holder Noteholder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the TransactionsExchange, including(d) the Noteholder (as applicable) has evaluated the tax and other consequences of the Exchange and ownership of the New Secured Notes with its tax, without limitationaccounting or legal advisors, whether including the exchange contemplated hereby will result in any adverse tax consequences to the such HolderNoteholder of the issuance of the New Secured Notes with significant original issue discount for U.S. Federal income tax purposes, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Noteholder and (f) neither the Undersigned nor any Holder Noteholder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its their Affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither this Agreement and the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the TransactionsCredit Agreement. Each of the Undersigned and each Holder The Noteholder is able to fend for itself in the TransactionsExchange; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesNew Secured Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares New Secured Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange, including, without limitation, (i) the term sheet dated as of February 12, 2018 attached hereto as Exhibit A, (ii) the risk factors set forth in Exhibit B hereto, (iii) the form of indenture attached hereto as Exhibit C (the “Indenture”) and (iv) the form of intercreditor agreement attached hereto as Exhibit D (the “Intercreditor Agreement” and, together with this Agreement and the Indenture, the “Transaction Documents”), and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC, including, without limitation, ”) and all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the merits and risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article IIIthis Agreement, (e) Guggenheim Securities, LLC (“Guggenheim”) is acting solely as the Company’s financial advisor in connection with the Exchange and the Holder is acquiring the Exchanged 2023 Notes directly from the Company and not from Guggenheim, (f) Guggenheim has not made any representations, declarations or warranties to the Holder regarding the Company or its offering of the Exchanged 2023 Notes and Guggenheim has not offered to sell or exchange, or solicited an offer to buy or tender in such exchange, any of the Exchanged 2023 Notes, and (g) neither the Financial Advisor Company, Guggenheim nor anyone acting on their behalf makes any representation regarding the value of its affiliates the Exchanged 2023 Notes or any of its control personsother matter whatsoever (except, officers, directors or employees shall be liable with respect to the Holders in connection with the Transactions and (hCompany, as expressly set forth herein) each Holder had a sufficient amount of time to consider whether to participate or any recommendation regarding participation in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the TransactionsExchange.

Adequate Information; No Reliance. The Undersigned Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) it is not being provided with the Undersigned disclosures that would be required if the offer and sale of the Notes were registered under the Securities Act, nor is the Purchaser being provided with any offering circular or prospectus prepared in connection with the offer and sale of the Notes; provided, however, the Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewedi) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC, ”) including, without limitation, all information reports, schedules, forms, proxy statements, statements and other documents required to be filed or furnished by it pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or the Securities Act in the twelve months prior to the date of this Agreement, and all exhibits and appendices included therein and financial statements, notes and schedules thereto and documents incorporated by reference therein (collectively, the “Public Filings”), and (ii) this Agreement (including the exhibits thereto) (the “Materials”), (b) the Undersigned Purchaser has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsPurchase, the Indenture and the Notes, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and the Materials, (c) the Undersigned and each Holder Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Purchase and to make an informed investment decision with respect to such TransactionsPurchase, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor Purchaser is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisoror any other entity or person, except for (A) the Public Filings, (B) the Materials, and (C) the representations and warranties expressly made by the Company in Article IIIthis Agreement, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (he) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder Purchaser is able to fend for itself in the Transactions; Purchase, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Notes and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from GEOCH and the Company or any person or persons acting on behalf of GEOCH or the Company concerning GEOCH and the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each the Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither GEOCH, the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by GEOCH, the Company or any of its their Affiliates or representatives including, without limitation, the Financial Advisor, except for the representations and warranties expressly made by GEOCH and the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each the Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither GEOCH, the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each The Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon GEOCH, the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (b) the Undersigned Holder has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each the Holder has evaluated the tax and other consequences of the Transactions and receipt and ownership of the Exchange Shares Consideration, as applicable, with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Holder and (f) neither the Undersigned nor any Holder is not relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the Public Filings and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder such Xxxxxx is able to fend for itself in the Transactions; , has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesEquity Consideration; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares Equity Consideration involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned is a registered investment advisor with the Securities and Exchange Commission (the “SEC”) acting on behalf of itself and the Accounts that are Holders who are its investment advisor clients. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewedi) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, and (ii) a draft press release or form of Current Report on Form 8-K disclosing material terms of the Transactions (the “Anticipated Disclosure”), the substance of which will be publicly issued or filed or furnished with the SEC in accordance with Section 3.6 below, and (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has have had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Holder New Notes and the Holder New Shares and the receipt of the Cash Payment with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactionsadvisors, including, without limitationif applicable, whether the exchange contemplated hereby will result in any adverse tax consequences to the such HolderHolder of the issuance of the Holder New Notes with significant original issue discount for U.S. Federal income tax purposes, (e) neither the Company nor the Financial Advisor SunTrust is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Holder and (f) neither the Undersigned nor any Holder is relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company Company, SunTrust or any of its their respective Affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, (ii) the Anticipated Disclosure and (iii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesNew Notes and the Common Stock; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares New Notes and the Common Stock involves a high degree of risk; has, independently . Each of the Undersigned and without reliance upon the Company or the Financial Advisor, made its own analysis and decision each Holder had a sufficient amount of time to consider whether to participate in the exchange contemplated hereby Transactions, and neither the Company nor SunTust, nor any of their respective affiliates or agents, has placed any pressure on the terms Undersigned of and conditions set forth in this Agreement; and was given a meaningful Holder to respond to the opportunity to negotiate the terms of participate in the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that the Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that the Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each the Holder understands that no federal or state agency has evaluated passed upon the tax and other consequences merits or risks of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved an investment in the transactions contemplated by Common Stock or made any finding or determination concerning the fairness or advisability of this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderinvestment, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for the representations and warranties expressly made by the Company in Article IIIthis Agreement, (f) any disclosure documents provided in connection with the Exchange are the responsibility of the Company, (g) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors written material contrary to this Agreement has been made or employees shall be liable given to the Holders in connection with Holder by or on behalf of the Transactions Company and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; New Notes and the Common Stock and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Existing Note, the New Notes and/or the Common Stock. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Exchange Shares involves Common Stock or a high degree disposition of risk; hasthe Existing Note, independently and without reliance upon hereby waives all present or future claims arising out of or relating to the Company’s failure to disclose such non-public information to the Holder. The Holder also specifically acknowledges that the Company would not enter into this Agreement or the Financial Advisor, made its own analysis and decision to participate any related documents in the exchange contemplated hereby on the terms absence of such Holder’s representations and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, are a meaningful opportunity fundamental inducement to negotiate the terms Company, and a substantial portion of the Transactionsconsideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewedi) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, and (ii) a draft press release or form of Current Report on Form 8-K disclosing all material terms of the Exchange and certain other matters concerning the Company (the “Anticipated Disclosure”), the substance of which will be publicly issued or filed with the SEC in accordance with Section 3.5 below, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such Transactions, Exchange and (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorLazard Frères & Co. LLC and Lazard Capital Markets LLC, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, (B) the Anticipated Disclosure and (C) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Exchange, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that such Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each the Holder understands that no federal or state agency has evaluated passed upon the tax and other consequences merits or risks of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved an investment in the transactions contemplated by Common Stock or made any finding or determination concerning the fairness or advisability of this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderinvestment, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for the representations and warranties expressly made by the Company in Article IIIthis Agreement, (f) any disclosure documents provided in connection with the Exchange are the responsibility of the Company, (g) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors written material contrary to this Agreement has been made or employees shall be liable given to the Holders in connection with Holder by or on behalf of the Transactions Company and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; New Notes, the Deferred Consideration and the Common Stock and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; . The Holder specifically understands and acknowledges that, on the date of this Agreement and on the Closing Date, the Company may have in its possession non-public information that could be material to the market price of the Existing Notes, the New Notes and/or the Common Stock. The Holder hereby represents and warrants that, in entering into this Agreement and consummating the transactions contemplated hereby, it does not require the disclosure of such non-public information to it by the Company in order to make an investment in the Exchange Shares involves Common Stock or a high degree disposition of risk; hasthe Existing Notes, independently and without reliance upon hereby waives all present or future claims arising out of or relating to the Company’s failure to disclose such non-public information to the Holder. The Holder also specifically acknowledges that the Company would not enter into this Agreement or the Financial Advisor, made its own analysis and decision to participate any related documents in the exchange contemplated hereby on the terms absence of such Holder’s representations and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, are a meaningful opportunity fundamental inducement to negotiate the terms Company, and a substantial portion of the Transactionsconsideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Holder agrees that it will, upon request, execute and deliver any additional documents reasonably deemed by the Company, the trustee for the Existing Notes or the trustee for the New Notes or transfer agent for the Common Stock to be necessary or desirable to complete the Exchange.

Adequate Information; No Reliance. The Undersigned is a registered investment adviser with the Securities and Exchange Commission (the “SEC”) acting on behalf of itself and the Accounts that are Holders who are its investment advisory clients. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewedi) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, and (ii) a draft press release or form of Current Report on Form 8-K disclosing material terms of the Transactions and certain information concerning the Company (the “Anticipated Disclosure”), the substance of which will be publicly issued or filed or furnished with the SEC in accordance with Section 3.6, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has have had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks and consequences involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitationif applicable, whether the exchange contemplated hereby will result in any adverse tax consequences to the such HolderHolder of the issuance of the New Notes with significant original issue discount for U.S. federal income tax purposes, (ed) neither the Company nor the Financial Advisor Xxxxx Xxxxxxx is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Holder and (fe) neither the Undersigned nor any Holder is relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company Company, Xxxxx Xxxxxxx or any of its their respective Affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, (ii) the Anticipated Disclosure and (iii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesNew Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares New Notes involves a high degree of risk; has, independently . Each of the Undersigned and without reliance upon the Company or the Financial Advisor, made its own analysis and decision each Holder has had a sufficient amount of time to consider whether to participate in the exchange contemplated hereby Transactions, and neither the Company nor Xxxxx Xxxxxxx, nor any of their respective affiliates or agents, has placed any pressure on the terms Undersigned of and conditions set forth in this Agreement; and was given a meaningful Holder to respond to the opportunity to negotiate the terms of participate in the Transactions.

Adequate Information; No Reliance. The Undersigned (a) Each Investor acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned such Investor has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (the information provided in Exhibit B hereto and has carefully reviewed) the CompanyIssuer’s filings and submissions with the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, including, without limitation, all information filed or furnished pursuant to as amended (the “Exchange Act”), (b) the Undersigned such Investor has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company Issuer concerning the CompanyIssuer, its business, operations, financial performance, condition (financial condition or otherwise), cash flows, properties, plans and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder such Investor has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder such Investor has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such HolderInvestor of the Issuer’s ownership of U.S. real property interests, (e) neither the Company nor the Financial Advisor Issuer is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Investor in connection with the Transactions and (f) neither the Undersigned nor any Holder such Investor has not been induced by, and is not relying, and none of them has not relied, upon upon, any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company Issuer or any of its Affiliates or representatives including, without limitation, regarding the Financial AdvisorTransactions, except for (A) the reports filed (not furnished) by the Issuer with the SEC under the Exchange Act since January 1, 2018, and (B) the representations and warranties expressly made by the Company Issuer in Article III, (g) neither the Financial Advisor nor any III of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; The Investor has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewedi) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct and (ii) a draft form of Current Report on Form 8-K (the “Anticipated Disclosure”) disclosing all material terms of the Exchange and certain other matters concerning the Company, the substance of which will be publicly issued or filed with the SEC in accordance with Section 3.6 below, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such Transactions, Exchange and (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorLazard Frères & Co. LLC and Lazard Capital Markets LLC, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act, (B) the Anticipated Disclosure, and (C) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Such Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned such Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct on or prior to the date hereof (collectively, the “Public Filings”), (b) the Undersigned such Purchaser has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder such Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder such Purchaser has evaluated the tax and other consequences of the Transactions and receipt and ownership of the Exchange Shares 4 Purchaser Securities with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor and the Financial Advisor is Placement Agent are not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, such Purchaser and (f) neither the Undersigned nor any Holder such Purchaser is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company Company, the Placement Agent or any of its Affiliates their affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the Public Filings and (ii) the representations and warranties expressly made by the Company and the Guarantors in Article III, this Agreement. Such Purchaser (gw) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; (x) has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesPurchaser Securities; (y) has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and (z) acknowledges that investment in the Exchange Shares Purchaser Securities involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.. Section 2.7

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (ii) this Agreement (including the exhibits thereto) (the “Materials”), (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsPurchase and the Notes, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and the Materials, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Purchase and to make an informed investment decision with respect to such TransactionsPurchase, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisoror any other entity or person, except for (A) the Public Filings, (B) the Materials, and (C) the representations and warranties expressly made by the Company in Article IIIthis Agreement, (ge) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors or employees shall be liable written material contrary to the Holders in connection with Public Filings or the Transactions Materials has been made or given to the Undersigned by or on behalf of the Company, and (hf) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; Purchase, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Notes and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into this Agreement and to consummate the Transactions transactions contemplated hereby and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the Transactionstransactions contemplated hereby, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with this Agreement and the transactions contemplated hereby, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in this Agreement and the Transactions transactions contemplated hereby and to make an informed investment decision with respect to thereto, and that such TransactionsHolder is capable of sustaining any loss resulting therefrom without material injury, (d) each the Holder understands that no federal or state agency has evaluated passed upon the tax and other consequences merits or risks of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved an investment in the transactions contemplated by Common Stock or made any finding or determination concerning the fairness or advisability of this Agreement investment, and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial AdvisorXxxxx and Company, LLC, except for the representations and warranties expressly made by the Company in Article IIIthis Agreement. The Holder specifically understands and acknowledges that, (g) neither on the Financial Advisor nor any date of this Agreement and on each Closing Date, the Company has in its affiliates or any of its control persons, officers, directors or employees shall possession non-public information that could be liable material to the Holders market price of the Notes and/or the Common Stock, including but not limited to non-public information related to the Company’s financial and operational results for the quarter ended March 31, 2016, that it has not disclosed to the Holder. The Holder hereby represents and warrants that, in connection with entering into this Agreement and consummating the Transactions and (h) each Holder had a sufficient amount transactions contemplated hereby, it does not require the disclosure of time such non-public information to consider whether to participate in the Transactions and that neither it by the Company nor the Financial Advisor has placed any pressure on such Holder in order to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective make an investment in the Exchange Shares; has Common Stock or a disposition of the ability Notes, and hereby waives all present or future claims arising out of or relating to bear the economic risks of its prospective investment and can afford Company’s failure to disclose such non-public information to the complete loss Holder. The Holder also specifically acknowledges that the Company would not enter into this Agreement or any related documents in the absence of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently Holder’s representations and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, is a meaningful opportunity fundamental inducement to negotiate the terms Company, and a substantial portion of the Transactionsconsideration provided by such Holder, in this transaction, and that the Company would not enter into this transaction but for this inducement. The Holder agrees that it will, upon request, execute and deliver any additional documents reasonably deemed by the Company, the Trustee or the transfer agent to be necessary or desirable to complete the transactions contemplated hereby.

Adequate Information; No Reliance. The Undersigned is a registered investment advisor with the Securities and Exchange Commission (the “SEC”) acting on behalf of itself and the Accounts that are Holders who are its investment advisor clients. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, and (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has have had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) the Undersigned and each Holder (as applicable) has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Holder New Shares and the receipt of the Holder Cash Payment with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither none of the Company nor the Financial Advisor any of its Affiliates or representatives is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article IIIthis Agreement, (g) neither the Financial Advisor undersigned nor any Holder is relying, and none have relied, upon, any statement, representation or warranty made by SVB Securities LLC, any of its affiliates Affiliates or any of its or their control persons, officers, directors or employees (the “Exchange Agent”), in making its decision to participate in the Transactions, and (h) the Exchange Agent (i) is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, and (ii) shall not be liable to the Holders Undersigned or any Holder in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate its participation in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Holder New Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Holder New Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct (collectively, the “Public Filings”), and (b) the Undersigned Purchaser has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder the Purchaser has evaluated the tax and other consequences of the Transactions and receipt and ownership of the Exchange Shares Purchaser New Notes and the Warrant with its tax, accounting, financial and accounting or legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holderadvisors, (e) neither the Company nor the Financial Advisor is not acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, Purchaser and (f) neither the Undersigned nor any Holder Purchaser is not relying, and none of them has have relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for (i) the Public Filings and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactionsthis Agreement. Each of the Undersigned and each Holder the Purchaser is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesPurchaser New Notes and the Warrant; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares Purchaser New Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewedi) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) (collectively, the “Public Filings”), (ii) this Agreement, including the terms of the Purchased Notes as set forth on Exhibit A hereto, and (iii) the preliminary offering memorandum related to the Rule 144A Offering (collectively, the “Materials”), (b) the Undersigned Purchaser has had a full the opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsPurchase and the Notes, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and the Materials, (c) the Undersigned and each Holder Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Purchase and to make an informed investment decision with respect to such TransactionsPurchase, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor Purchaser is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, the Financial Advisor, except for the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control personsother entity or person, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (he) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder Purchaser is able to fend for itself in the Transactions; Purchase, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective investment in the Exchange Shares; Notes and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its ’s business, operations, organizational structure (including the subsidiary guarantors), financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) the Undersigned and each Holder has had the opportunity to consult with their respective its accounting, tax, financial financial, legal and legal other advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, (d) each Holder has evaluated the tax and other consequences of the Transactions Exchange and ownership of the Exchange Shares New Notes with its tax, accounting, financial accounting and legal advisors to be able to evaluate advisors, including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to such Holder of the such Holderissuance of the New Notes with significant original issue discount for U.S. federal income tax purposes, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company Company, the subsidiary guarantors or any of its Affiliates their respective affiliates or representatives including, without limitation, the Financial AdvisorJWCA, except for (A) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (B) with respect to the Company and the subsidiary guarantors, the representations and warranties expressly made by the Company each in Article IIIIII of this Agreement, (f) none of the information provided to Undersigned or any Holder shall be considered investment advice or any recommendation with respect to the Exchange, and (g) none of the Company, the subsidiary guarantors JWCA or any of their respective agents or affiliates is acting or has acted as an advisor to the Undersigned in deciding whether to participate in the Exchange, has given any guarantee or made any representation as to the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of an investment in the New Notes, or has made any representation to the Undersigned or any Holder regarding the legality of an investment in the New Notes under applicable investment guidelines, laws or regulations. Further, the Undersigned acknowledges and agrees on behalf of itself and each Holder that (i) neither the Financial Advisor Undersigned nor any Holder is relying, and none of them has relied, on any communication (written or oral) of JWCA or any of its affiliates or representatives as investment advice or as a recommendation to participate in the Exchange, (ii) none of JWCA, any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with or any transaction in connection with the Transactions Exchange and (hiii) each Holder had a sufficient amount of time JWCA does not take any responsibility for, and can provide no assurance as to consider whether to participate the reliability of, the information set forth in the Transactions and that neither Indenture, substantially in the Company nor form of Exhibit D hereto, or the Financial Advisor has placed Exchange Term Sheet, to be dated on or about December 20, 2019, or any pressure on such Holder to respond other information provided to the opportunity to participate in the TransactionsUndersigned or any Holder. Each of the Undersigned and each Holder is able to fend for itself a sophisticated participant in the TransactionsExchange; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange SharesNew Notes; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that an investment in the Exchange Shares New Notes involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Each Participating Noteholder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned such Participating Noteholder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and to consummate the other transactions contemplated hereby and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the SEC, including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned such Participating Noteholder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Company concerning the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, (c) such Participating Noteholder, together with its professional advisers, is a sophisticated and experienced investor and is capable of evaluating, to its satisfaction, the Undersigned accounting, tax, financial, legal and each Holder other risks associated with the Exchange, and that such Participating Noteholder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, and that such Participating Noteholder is capable of sustaining any loss resulting therefrom without material injury, (d) each Holder no statement or written material contrary to this Agreement has evaluated the tax and other consequences been made or given to such Participating Noteholder by or on behalf of the Transactions and ownership Company, any of the Exchange Shares with its taxofficers, accountingdirectors or employees, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in or any adverse tax consequences to the such Holderof their respective affiliates or representatives, (e) neither the Company nor terms of the Financial Advisor is acting as a fiduciary or financial or investment advisor to Exchange are the Undersigned or any Holder, result of bilateral negotiations among the parties and (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial Advisor, except for the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder Participating Noteholder is able to fend for itself represent its own interests in the Transactions; Exchange, has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its the prospective Exchange of the Exchanged Notes and the investment in the Exchange Shares; Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.

Adequate Information; No Reliance. The Undersigned Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Holder has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Conversion and has had the opportunity to review (the Parent and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned Holder has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf officers of the Parent and the Company concerning the Parent, the Company, its their business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsConversion, (c) the Undersigned Holder, together with its professional advisers, is a sophisticated and each experienced investor and is capable of evaluating, to its satisfaction, the accounting, tax, financial, legal and other risks associated with the Conversion, and that such Holder has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Conversion and to make an informed investment decision with respect to such TransactionsConversion, and that such Holder is capable of sustaining any loss resulting therefrom without material injury, (d) each the Holder understands that no federal or state agency has evaluated passed upon the tax and other consequences merits or risks of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved an investment in the transactions contemplated by Ordinary Shares or made any finding or determination concerning the fairness or advisability of this Agreement investment, and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Parent or the Company or any of its Affiliates their affiliates or representatives including, without limitation, the Financial AdvisorJMP Securities LLC or Xxxxx and Company, LLC, except for the representations and warranties expressly made by the Parent and the Company in Article IIIthis Agreement. The Holder specifically understands and acknowledges that, (g) neither on the Financial Advisor nor any date of this Agreement and on the Closing Date, each of the Company and the Parent has in its affiliates or any of its control persons, officers, directors or employees shall possession non-public information that could be liable material to the Holders market price of the Notes and/or the Ordinary Shares, including but not limited to non-public information related to the Company’s and Parent’s financial and operational results for the quarter ended September 30, 2014, that it has not disclosed to the Holder. The Holder hereby represents and warrants that, in connection with entering into this Agreement and consummating the Transactions and (h) each Holder had a sufficient amount transactions contemplated hereby, it does not require the disclosure of time such non-public information to consider whether it by the Company or Parent in order to participate make an investment in the Transactions Ordinary Shares or a disposition of the Notes, and hereby waives all present or future claims arising out of or relating to the Company’s and Parent’s failure to disclose such non-public information to the Holder. The Holder also specifically acknowledges that neither the Company nor the Financial Advisor has placed Parent would not enter into this Agreement or any pressure on such Holder to respond to the opportunity to participate related documents in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss absence of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently Holder’s representations and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions acknowledgments set forth out in this Agreement; , and was given that this Agreement, including such representations and acknowledgments, are a meaningful opportunity fundamental inducement to negotiate the terms Company and Parent, and a substantial portion of the Transactionsconsideration provided by such Holder, in this transaction, and that the Company and Parent would not enter into this transaction but for this inducement. The Holder agrees that it will, upon request, execute and deliver any additional documents reasonably deemed by the Company, the Parent, the Trustee or the transfer agent to be necessary or desirable to complete the Conversion.

Adequate Information; No Reliance. The Undersigned Purchaser acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned Purchaser has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Purchase and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange ActAct and all information incorporated into such filings and submissions, (b) Purchaser has sufficient knowledge and expertise to make an investment decision with respect to the Undersigned transactions contemplated hereby and is able to bear the economic risks of an investment in the Securities, (c) Purchaser has had a full opportunity to speak directly with directors and officers of the Company and to ask questions of and receive answers from the Company or any person or persons acting on behalf and such directors and officers of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsPurchase, and to obtain such additional information as it deems necessary to verify the accuracy of the information furnished to it and has asked such questions, received such answers and obtained such information as it deems necessary, (cd) the Undersigned and each Holder Purchaser has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement Purchase and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, Purchase and (e) neither the Company nor the Financial Advisor Purchaser is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates the Company’s directors, officers, affiliates or representatives including, without limitation, the Financial Advisorrepresentatives, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, (g) neither the Financial Advisor nor any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.. 8 167606.01D-BEISR01A - MSW sf-5453963

Adequate Information; No Reliance. The Each of the Undersigned and the Holder acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned it has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions Exchange and has had the opportunity to review (and has carefully reviewed) (i) the Company’s filings and submissions with the Securities and Exchange Commission (the “SEC”), including, without limitation, all information filed or furnished pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act” and such filings, collectively, the “Public Filings”), and (ii) this Agreement (including the exhibits thereto) (collectively, the “Materials”), (b) the Undersigned it has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects prospects, and the terms and conditions of the TransactionsExchange, and to obtain from the Company any information that it considers necessary in making an informed investment decision and to verify the accuracy of the information set forth in the Public Filings and the other Materials, (c) the Undersigned and each Holder it has had the opportunity to consult with their respective its accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions Exchange and to make an informed investment decision with respect to such TransactionsExchange, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accounting, financial and legal advisors to be able to evaluate the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to the such Holder, (e) neither the Company nor the Financial Advisor it is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is not relying, and none of them has not relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates affiliates or representatives including, without limitation, or any other entity or person (including the Financial Advisor, except for the representations and warranties expressly made by the Company in Article IIIAgent), (ge) neither the Financial Advisor nor any of its affiliates no statement or any of its control persons, officers, directors or employees shall be liable written material contrary to the Holders in connection with Public Filings or the Transactions and (h) each Holder had a sufficient amount of time Materials has been made or given to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure it by or on such Holder to respond to the opportunity to participate in the Transactions. Each behalf of the Undersigned and each Holder Company, (f ) it is able to fend for itself in the Transactions; Exchange, (g) it is not relying on any information or statements provided by the Agent in connection with the Exchange and (h) the Company has such knowledge and experience in financial and business matters not (i) given any guarantee or representation as to be capable the potential success, return, effect or benefit (either legal, regulatory, tax, financial, accounting or otherwise) of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; acknowledges that an investment in the Exchange Shares involves a high degree or (ii) made any representation to it regarding the legality of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate an investment in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the TransactionsExchange Shares under applicable investment guidelines, laws or regulations.

Adequate Information; No Reliance. The Undersigned is a registered investment adviser with the Securities and Exchange Commission (the “SEC”) acting on behalf of one or more Holders who are its investment advisory clients. The Undersigned acknowledges and agrees on behalf of itself and each Holder that (a) the Undersigned has been furnished with all materials it considers relevant to making an investment decision to enter into the Transactions and has had the opportunity to review (and has carefully reviewed) the Company’s filings and submissions with the Securities and Exchange Commission (“SEC”), including, without limitation, all information filed or furnished pursuant to the Exchange Act, (b) the Undersigned has had a full opportunity to ask questions of and receive answers from the Company or any person or persons acting on behalf of the Company concerning the Company, its business, operations, financial performance, financial condition and prospects and the terms and conditions of the Transactions, (c) the Undersigned and each Holder has had the opportunity to consult with their respective accounting, tax, financial and legal advisors to be able to evaluate the risks involved in the Transactions and to make an informed investment decision with respect to such Transactions, (d) each Holder has evaluated the tax and other consequences of the Transactions and ownership of the Exchange Shares with its tax, accountingaccounting or legal advisors, financial and legal advisors to be able to evaluate including the risks involved in the transactions contemplated by this Agreement and to make an informed investment decision with respect to the Transactions, including, without limitation, whether the exchange contemplated hereby will result in any adverse tax consequences to such Holder of the such Holderissuance of the Exchange Shares with significant original issue discount for U.S. Federal income tax purposes, (e) neither the Company nor the Financial Advisor Exchange Agent is acting as a fiduciary or financial or investment advisor to the Undersigned or any Holder, (f) neither the Undersigned nor any Holder is relying, and none of them has relied, upon any statement, advice (whether accounting, tax, financial, legal or other), representation or warranty made by the Company or any of its Affiliates or representatives including, without limitation, the Financial AdvisorExchange Agent, except for (i) the publicly available filings and submissions made by the Company with the SEC under the Exchange Act and (ii) the representations and warranties expressly made by the Company in Article III, this Agreement and (g) neither none of the Financial Advisor nor Exchange Agent, any of its affiliates or any of its control persons, officers, directors or employees shall be liable to the Holders in connection with the Transactions and (h) each Holder had a sufficient amount of time to consider whether to participate in the Transactions and that neither the Company nor the Financial Advisor has placed any pressure on such Holder to respond to the opportunity to participate in the Transactions. Each of the Undersigned and each Holder is able to fend for itself in the Transactions; has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its prospective investment in the Exchange Shares; has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment; and acknowledges that investment in the Exchange Shares involves a high degree of risk; has, independently and without reliance upon the Company or the Financial Advisor, made its own analysis and decision to participate in the exchange contemplated hereby on the terms and conditions set forth in this Agreement; and was given a meaningful opportunity to negotiate the terms of the Transactions.