Common use of Limit on Beneficial Ownership Clause in Contracts

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VII of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraphParagraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraphParagraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of [4.9]% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Amendment and Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.5% of the then outstanding Shares (the “Threshold Number of Shares”) or (iii) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article VII of Counterparty’s Charter (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (iA) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, (B) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iiC) such delivery would result in a violation of the Section 16 Percentage would exceed 4.9%Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (ix) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (iiy) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number Threshold Number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes (z) such delivery would not result in a violation of the “beneficial ownership” test under Section 13 of the Exchange ActCounterparty Stock Ownership Restriction, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein in this Confirmation to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post- Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of [4.9]% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Amendment and Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VII of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder. Dealer will not knowingly cause the occurrence of an Ownership Event on any day during the term of this Transaction for the purpose, in whole or in part, of causing the occurrence of a Termination Settlement Date.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder in respect of the Transaction (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of the Threshold Number of Shares. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage would not exceed 4.9%7.5% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.0% of the then outstanding Shares (the “Threshold Number of Shares”) or (iii) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article Ninth of Counterparty’s Charter (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (iA) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, (B) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iiC) such delivery would result in a violation of the Section 16 Percentage would exceed 4.9%Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (ix) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (iiy) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number Threshold Number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes (z) such delivery would not result in a violation of the “beneficial ownership” test under Section 13 of the Exchange ActCounterparty Stock Ownership Restriction, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein in this Confirmation to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article IV of the Articles of Restatement of Counterparty (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Amendment and Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Restatement of Counterparty (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 8% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) Dealer (including any person subject to aggregation of Shares with Dealer) would beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership under the Federal Power Act in excess of a number of Shares equal to 8% of the outstanding Shares (the “FPA Limit”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly so hold in excess of the Exchange Limit or (iv) Dealer (including any person subject to aggregation of Shares with Dealer) would beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership under the Federal Power Act in excess of the FPA Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) Dealer would not directly or indirectly so hold in excess of the numerator of which is the number of Shares that Party A Exchange Limit and (iv) Dealer (including any of its affiliates or any other person subject to aggregation of Shares with Party A for purposes Dealer) would not beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership under the Federal Power Act in excess of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestFPA Limit. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of [4.9]% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Amendment and Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphparagraph (each such tranche, a “Blocker Tranche”). Party A agrees to use good faith and commercially reasonable efforts to minimize the number of Blocker Tranches and the period of time during which the tranched settlement contemplated hereby occurs by returning as promptly as practicable Shares delivered by Party B to Party A in connection with any Blocker Tranche to securities lenders pursuant to clause (a) of “Covenants of Party A” hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Amendment and Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or (ii) the Section 16 Percentage (as defined below) would exceed 4.9%8% (the “Threshold Percentage of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or (ii) the Section 16 Percentage would exceed 4.9%the Threshold Percentage of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (ix) the Share Amount would not exceed the Applicable Share Post-Effective Limit and (iiy) the Section 16 Percentage would not exceed 4.9%the Threshold Percentage of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A Dealer and any of its affiliates or any other person subject to aggregation with Party A Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder. Dealer will not knowingly cause the occurrence of an Ownership Event on any day during the term of this Transaction for the purpose, in whole or in part, of causing the occurrence of an Termination Settlement Date.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.0% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article Ninth of Counterparty’s Charter (the “Counterparty Stock Ownership Restriction”) or (iv) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (iA) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, (B) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (C) such delivery would result in a violation of the Counterparty Stock Ownership Restriction or (iiD) Dealer would directly or indirectly hold in excess of the Section 16 Percentage would exceed 4.9%Exchange Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (iw) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (iix) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Ay) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes such delivery would not result in a violation of the “beneficial ownership” test under Section 13 Counterparty Stock Ownership Restriction, as applicable or (z) Dealer would not directly or indirectly hold in excess of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestLimit. In addition, notwithstanding anything herein in this Confirmation to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%, (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9% of the then outstanding Shares (the “Threshold Number of Shares”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%, (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%, (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares and (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding Except as provided below in this paragraph (k), notwithstanding any other provisions hereofprovision to the contrary in this Confirmation, Party A in no event shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not Dealer be entitled to take delivery of any receive, or shall be deemed to receive, Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after immediately upon giving effect to such receipt of any Shares hereunder, such Shares, (i) the Share Amount would exceed the Applicable Share Limit or Option Equity Percentage (as defined below) exceeds 4.9%, (ii) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under any relevant state corporate law or other state, federal or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in excess of a number of Shares equal to (x) the number of Shares that, in the good faith determination of the relevant Dealer Person, would give rise to materially burdensome reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring person” status under Section 16 203 of the Delaware General Corporation Law, but excluding any report or filing required pursuant to Section 13 of the Exchange Act and the rules promulgated thereunder) and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination, (iii) the Maritime Law Ownership Percentage (as defined below) of the Maritime Law Dealer Group (as defined below) would exceed be greater than 4.9%. Any purported delivery hereunder shall be void and have no effect % of the outstanding Shares, unless Dealer has established to the extent reasonable satisfaction of the Company that it (but only or the person designated to take delivery) is a citizen of the extentUnited States for purposes of the U.S. coastwise trade under the Maritime Laws (as defined below), (iv) thatsuch Shares would reasonably be anticipated by the Company to be “Excess Shares” (“Excess Shares”) as defined in the Company’s Second Restated Certificate of Incorporation (the “Certificate”) or (v) such Shares, after such deliveryin the good faith determination of the Company, would cause the Company to cease to be qualified under Maritime Laws (as defined below) or Applicable Laws to own and operate vessels in the coastwise trade of the United States (each of clause (i) the Share Amount would exceed the Applicable Share Limit or through (iiiv) the Section 16 Percentage would exceed 4.9%above and this clause (v), an “Ownership Limitation”). If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provisionan Ownership Limitation, Party Bthe Company’s obligation to make such delivery shall not be extinguished and Party B the Company shall make such delivery as promptly as practicable after, but in no event later than one three Exchange Business Day Days after, Party A Dealer gives notice to Party B that, after the Company that such delivery, (i) the Share Amount delivery would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and result in any of its affiliates or any other person subject such Ownership Limitations being breached. Such notice by Dealer will include details sufficient to aggregation with Party A for purposes of support the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on position taken by Dealer in such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphnotice.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of [4.9% of the outstanding Shares on the Trade Date][[•] Shares]16 (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Section 7.27(c) of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraphParagraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraphParagraph.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, Bank may not exercise any other provisions hereofWarrant hereunder, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder, and Automatic Exercise shall not apply with respect to any Warrant hereunder (in each caseif, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such upon receipt of any Shares hereundersuch Shares, (i) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, or (ii) the “beneficial ownership” (within the meaning of Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder) of Shares by Bank Group would exceed 4.9%be equal to or greater than the lesser of (A) 4.5% of the then outstanding Shares and (B) 12,013,276 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, or (ii) Bank Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A Bank hereunder is not made, in whole or in part, as a result of this provision, Party Bthe Company’s obligation to make such delivery shall not be extinguished and Party B the Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Bank gives notice to Party B that, after the Company that such delivery, delivery would not result in (i) the Share Amount would not exceed exceeding the Applicable Share Limit and Post-Effective Limit, or (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates Bank Group directly or any other person subject to aggregation with Party A for purposes indirectly beneficially owning in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 8% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) Dealer (including any person subject to aggregation of Shares with Dealer) would beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership under the Federal Power Act in excess of a number of Shares equal to 8% of the outstanding Shares (the “FPA Limit”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly so hold in excess of the Exchange Limit or (iv) Dealer (including any person subject to aggregation of Shares with Dealer) would beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership under the Federal Power Act in excess of the FPA Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) Dealer would not directly or indirectly so hold in excess of the numerator of which is the number of Shares that Party A Exchange Limit and (iv) Dealer (including any of its affiliates or any other person subject to aggregation of Shares with Party A for purposes Dealer) would not beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership under the Federal Power Act in excess of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestFPA Limit. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article VII of Counterparty’s Articles of Amendment and Restatement (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly so beneficially own in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly so beneficially own in excess of the Exchange Act, Limit or any “group” (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act)Counterparty Stock Ownership Restriction, without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold in excess of 11,212,000 Shares (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Section 6.2 of Counterparty’s Articles of Amendment and Restatement (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly so beneficially own in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly so beneficially own in excess of the Exchange Act, Limit or any “group” (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act)Counterparty Stock Ownership Restriction, without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VII of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, or (ii) the Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 Percentage would exceed 4.9%of the Exchange Act and rules promulgated thereunder) in excess of 7.5% of the then outstanding Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit Post-Effective Limit, and (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as Company agrees to use its reasonable best efforts to seek approval from its shareholders in accordance with the requirements of any day is NYSE Rule 312.03(c) for the fractionissuance pursuant to the Transaction of a number of Shares equal to 1.5 times the original Number of Shares. If Company succeeds in obtaining such approval for such an increase, expressed as a percentage, then (A) the numerator of which is the number Maximum Number of Shares that Party A and any shall be automatically increased to 1.5 times the original Number of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) Shares and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A Additional Termination Event in Section 9(h)(ii)(E) shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to no longer be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphapplicable.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.5% of the then outstanding Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Post-Effective Limit and (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestShares. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive, or be deemed to receive, Shares to the extent that, upon such receipt of such Shares, and after taking into account any other provisions hereofShares concurrently delivered by Seller under any Other Forward Confirmation, Party A shall not have (i) the “right to acquirebeneficial ownership” (within the meaning of NYSE Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any of its affiliates’ business units subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 312.04(g)13d-5(b)(1) Shares hereunder and Party A shall not be entitled under the Exchange Act) with Dealer with respect to take delivery “beneficial ownership” of any Shares deliverable hereunder (in each casecollectively, whether in connection with “Dealer Group”) would be equal to or greater than 8.0% of the purchase of outstanding Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise(an “Excess Section 13 Ownership Position”) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or (ii) Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under the Section 16 Percentage New York Business Corporation Law (the “Applicable State Takeover Statute”) or any state or federal bank holding company or banking laws, or other federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), would exceed 4.9%. Any purported delivery hereunder shall be void and have no effect own, beneficially own, constructively own, control, hold the power to the extent vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (but only to the extent) that, after such delivery, (ix) the Share Amount lesser of (A) the maximum number of Shares that would exceed be permitted under Applicable Laws and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator, such as a state or federal banking regulator) of a Dealer Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring person” status under the Applicable Share Limit State Takeover Statute) and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (such condition described in clause (ii) ), an “Excess Regulatory Ownership Position”). Dealer shall notify Counterparty if, at any time, an Excess Section 13 Ownership Position or Excess Regulatory Ownership Position has occurred or would occur as the Section 16 Percentage would exceed 4.9%result of a delivery by Counterparty to Dealer. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B that, after Counterparty that such delivery, delivery would not result in (ix) Dealer Group directly or indirectly so beneficially owning in excess of 8.0% of the outstanding Shares or (y) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as occurrence of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphan Excess Regulatory Ownership Position.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder in respect of any Transaction (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or for such Transaction, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of the Threshold Number of Shares for such Transaction. Any purported delivery hereunder in respect of any Transaction shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or for such Transaction, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares for such Transaction. If any delivery owed to Party A hereunder in respect of any Transaction is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Post-Effective Limit and for such Transaction, (ii) the Section 16 Percentage would not exceed 7.5% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares for such Transaction. The “Threshold Number of Shares” for any Transaction means a number of Shares equal to 4.9%% of the outstanding Shares on the Trade Date for such Transaction and shall be specified for each such Transaction in the relevant Supplemental Confirmation for such Transaction. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into account any Shares concurrently deliverable to Dealer pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4,374,372 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares concurrently deliverable to Dealer pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, and after taking into account any Shares concurrently deliverable to Dealer pursuant to the Base Confirmation, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage would not exceed 4.9%7.5% and (iii) Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A Dealer and any of its affiliates or any other person subject to aggregation with Party A Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right be obligated to acquire” (within the meaning of NYSE Rule 312.04(g)) receive Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) ), to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Party A’s ultimate parent entity would directly or indirectly “beneficially own” (as such term is defined under Section 13 and Section 16 Percentage of the Exchange Act and rule promulgated thereunder) (“beneficially own”) at any time on the relevant date in excess of 8.0% of the outstanding Shares or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would exceed 4.9%directly or indirectly beneficially own in excess of 8.0% of the then outstanding Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Party A’s ultimate parent entity would directly or indirectly beneficially own in excess of 8.0% of the Section 16 Percentage outstanding Shares or (iii) Party A Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery (versus payment) as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Party A’s ultimate parent entity would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly beneficially own in excess of any day is 8.0% of the fraction, expressed as a percentage, outstanding Shares and (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Group would not directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into account any Shares deliverable to Dealer pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.5% of the then outstanding Shares (the “Threshold Number of Shares”) or (iii) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article Seven of Counterparty’s Charter (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (iA) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, (B) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iiC) such delivery would result in a violation of the Section 16 Percentage would exceed 4.9%Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, and after taking into account any Shares deliverable to Dealer pursuant to the Base Confirmation, (ix) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (iiy) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number Threshold Number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes (z) such delivery would not result in a violation of the “beneficial ownership” test under Section 13 of the Exchange ActCounterparty Stock Ownership Restriction, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein in this Confirmation to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) the Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 Percentage would exceed 4.9%of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 1,199,942 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit Limit, and (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into account any Shares or any other voting class of securities of Counterparty concurrently deliverable to Dealer pursuant to any other transaction or Confirmation pursuant to the Equity Distribution Agreement (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article X of Counterparty’s Sixth Amended and Restated Articles of Incorporation (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares or any other voting class of securities of Counterparty concurrently deliverable to Dealer pursuant to any other transaction or Confirmation pursuant to the Equity Distribution Agreement (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly so beneficially own in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, and after taking into account any Shares or any other voting class of securities of Counterparty concurrently deliverable to Dealer pursuant to any other transaction or Confirmation pursuant to the Equity Distribution Agreement (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly so beneficially own in excess of the Exchange Act, Limit or any “group” (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act)Counterparty Stock Ownership Restriction, without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Upon request of Dealer, Counterparty shall promptly confirm to Dealer the number of Shares then outstanding and Dealer shall then promptly advise Counterparty with respect to any limitations under this Paragraph 7(q) applicable to any anticipated delivery of Shares hereunder; provided, however, that neither a failure by Counterparty to notify Dealer of the number of Shares then outstanding nor a failure of Dealer to advise Counterparty with respect to any applicable limitations shall be deemed a default hereunder and notwithstanding such failure the remainder of this Paragraph 7(q) shall continue to apply. For the avoidance of doubt, any delivery of Shares made by Counterparty to Dealer that Dealer was not entitled to receive under the terms of this Paragraph 7(q) shall not be deemed to satisfy any of the delivery obligations of Counterparty hereunder and Dealer shall promptly return such Shares to Counterparty, pending which Dealer shall be deemed to hold any such Shares solely as custodian for the benefit of Counterparty.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article Seven of the Articles of Amendment and Restatement of Counterparty (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 8.0% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such dayCounterparty Stock Ownership Restriction. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. ​ In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Dealer be entitled to receive, or be deemed to receive, Shares to the extent that, upon such receipt of such Shares, and after taking into account any other provisions hereofShares concurrently delivered by Seller under any Option Forward Confirmation, Party A shall not have (i) the “right to acquirebeneficial ownership” (within the meaning of NYSE Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any of its affiliates’ business units subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 312.04(g)13d-5(b)(1) Shares hereunder and Party A shall not be entitled under the Exchange Act) with Dealer with respect to take delivery “beneficial ownership” of any Shares deliverable hereunder (in each casecollectively, whether in connection with “Dealer Group”) would be equal to or greater than 8.5% of the purchase of outstanding Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise(an “Excess Section 13 Ownership Position”) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or (ii) Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Section 16 Percentage Delaware General Corporation Law (the “DGCL Takeover Statute”) or any state or federal bank holding company or banking laws, or other federal, state or local laws (including, without limitation, the Federal Power Act), regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), would exceed 4.9%. Any purported delivery hereunder shall be void and have no effect own, beneficially own, constructively own, control, hold the power to the extent vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (but only to the extent) that, after such delivery, (ix) the Share Amount lesser of (A) the maximum number of Shares that would exceed be permitted under Applicable Laws and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator, such as a state or federal banking regulator or the Federal Energy Regulatory Commission) of a Dealer Person under Applicable Share Limit Laws (including, without limitation, “interested stockholder” or “acquiring person” status under the DGCL Takeover Statute) and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (such condition described in clause (ii) the ), an “Excess Regulatory Ownership Position”). Dealer shall notify Counterparty promptly if, at any time, an Excess Section 16 Percentage 13 Ownership Position or an Excess Regulatory Ownership Position has occurred or would exceed 4.9%occur as a result of a delivery by Counterparty to Dealer. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B that, after Counterparty that such delivery, delivery would not result in (ix) Dealer Group directly or indirectly so beneficially owning in excess of 8.5% of the outstanding Shares or (y) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as occurrence of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphan Excess Regulatory Ownership Position.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 8.0% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold in excess of 7,341,320 Shares (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Section 6.2 of Counterparty’s Articles of Amendment and Restatement (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly so beneficially own in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly so beneficially own in excess of the Exchange Act, Limit or any “group” (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4,374,372 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage would not exceed 4.9%7.5% and (iii) Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A Dealer and any of its affiliates or any other person subject to aggregation with Party A Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares exercise any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Section 16 Percentage would exceed 7.5%, or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Section 16 Percentage would not exceed 7.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit Limit. For the avoidance of doubt, the provisions set forth in this Section 9(l) shall apply solely to the settlement date(s) of the Warrants and (ii) shall not affect the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the aggregate number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A Company is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to deliver to Dealer hereunder, which number shall be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights determined pursuant to the immediately succeeding paragraph, Party A agrees to use good faith provisions following the headings “Procedures for Exercise,” “Valuation” and commercially reasonable efforts to cause “Settlement Terms” (other the limits provisions opposite the caption “Settlement Date(s)”) in clauses (i) and (ii) of the first sentence Section 2 of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphConfirmation.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post- Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Section 14 of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 6% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 6% or more of the number of Shares of Counterparty’s outstanding common stock or 6% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Section 4.9 of the Articles of Restatement (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 12,493,000 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%% and (iii) Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A Dealer and any of its affiliates or any other person subject to aggregation with Party A Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares exercise any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunderupon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the letter agreement dated July 26, 2010 between Dealer and Company regarding Base Warrants (2014) (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed 8.5% or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such deliverydelivery and after taking into account any Shares deliverable to Dealer under the Base Warrant Confirmation, (i) the Section 16 Percentage would exceed 8.5% or the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Section 16 Percentage would not exceed 8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%Limit. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A Dealer and any of its affiliates or any other each person subject to aggregation of Shares with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any Dealer and/or who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (Dealer or any such person, a “Dealer Person”) under Section 13 of the Exchange Act) of which Party A is Act and rules promulgated thereunder directly or may be deemed to be a part indirectly beneficially owns own (within the meaning of as defined under Section 13 of the Exchange Act)Act and rules promulgated thereunder, without duplication, on such day (or, to unless the extent that for determination of “any reason the equivalent calculation person who is direct or indirect beneficial owner of 10% or more of any class of equity securities” under Section 16 16(a) of the Exchange Act and the rules and regulations thereunder results is made by reference to some other law, rule or regulation, in a higher numberwhich case, as defined under such higher numberother law, rule or regulation) and (B) the denominator of which is the number of Shares outstanding on such dayoutstanding. Without limitation The “Share Amount” as of any day is the number of Shares that Dealer, Dealer Person and any other person whose ownership position would be aggregated with that of Dealer under any law, rule, regulation, regulatory order or organizational documents or contracts of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares Company that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess existsare, in each case, solely applicable to ownership of Shares (“Applicable Restriction”), owns, beneficially owns, constructively owns, controls, holds the extent such excess exists power to vote or would exist as otherwise meets a result relevant definition of transactions or activities undertaken by Party A and/or ownership under any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in partApplicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer, or could result in an adverse effect on a Dealer, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphoutstanding.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Dealer and its affiliates would directly or indirectly own or control, for purposes of the Bank Holding Company Act of 1956, as amended (the “BHCA”), in excess of 4.0% of the outstanding Shares, (iii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”) or (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Dealer and its affiliates would directly or indirectly own or control, for purposes of the Section 16 Percentage BHCA, in excess of 4.0% of the outstanding Shares, (iii) the Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iv) Dealer would directly or indirectly hold in excess of the Exchange Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer and its affiliates would not exceed 4.9%. The “Section 16 Percentage” as of any day is directly or indirectly own or control for the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 BHCA in excess of 4.0% of the outstanding Shares, (iii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares and (iv) Dealer would not directly or indirectly hold in excess of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestLimit. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraphParagraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraphParagraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.5% of the then outstanding Shares (the “Threshold Number of Shares”) or (iii) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article Seven of Counterparty’s Charter (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (iA) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, (B) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iiC) such delivery would result in a violation of the Section 16 Percentage would exceed 4.9%Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (ix) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (iiy) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number Threshold Number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes (z) such delivery would not result in a violation of the “beneficial ownership” test under Section 13 of the Exchange ActCounterparty Stock Ownership Restriction, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein in this Confirmation to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, or (ii) the Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 Percentage would exceed 4.9%of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 13,577,900 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit Post-Effective Limit, and (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) the Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 Percentage would exceed 4.9%of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 3,465,354 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit Limit, and (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” with Dealer within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”)) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 8 NTD: Include for Barclays. 9 NTD: Include for RBC. of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder and under any Additional Confirmation assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder or thereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder or thereunder. Dealer will not knowingly cause the occurrence of an Ownership Event on any day during the term of the Transaction for the purpose, in whole or in part, of causing the occurrence of a Termination Settlement Date.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall if at any time the Shares do not have the constitute “right to acquirenon-voting” (securities within the meaning of NYSE Rule 312.04(g)13d-1(i) Shares hereunder and Party A shall under the Exchange Act, Dealer may not be entitled to take delivery of any Shares deliverable hereunder (in each caseany such delivery, whether in connection a “Share Acquisition”) and Counterparty’s obligations with the purchase of Shares on any respect to Physical Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) shall not apply to the extent (but only to the extent) that, after such receipt of any Shares hereunderShare Acquisition, (i) the Section 16 Percentage would exceed [ ]%, or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. Any purported delivery Share Acquisition hereunder shall be void and have no effect to the extent (but only to the extent) that, after such deliveryShare Acquisition, (i) the Section 16 Percentage would exceed [ ]%, or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. If any delivery owed to Party A Share Acquisition hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make obligations in respect of such delivery Share Acquisition shall not be extinguished and Party B Counterparty shall make fulfill such delivery obligations as promptly as practicable after, but in no event later than one Exchange Clearance System Business Day after, Party A Dealer gives notice to Party B Counterparty that, after such deliveryShare Acquisition, (i) the Section 16 Percentage would not exceed [ ]%, and (ii) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%Limit. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A Dealer and any of its affiliates or any other person subject to aggregation with Party A Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A Dealer is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation The “Share Amount” as of any day is the other provisions number of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that Dealer and any person whose ownership position would have been required to be delivered absent the provisions aggregated with that of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses Dealer (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if Dealer or any such limits are exceeded at such timeperson, to use good faith and commercially reasonable efforts to minimize both the amount a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of such excess and the duration of the period during which such excess existsIssuer that are, in each case, solely applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the extent such excess exists power to vote or would exist as otherwise meets a result relevant definition of transactions or activities undertaken by Party A and/or ownership under any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in partApplicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphoutstanding.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 8.0% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restrictions. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such ​ Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) and after taking into account any Shares deliverable to Party A on the Share Amount would exceed same day pursuant to the Applicable Share Limit Base Confirmation, Party A and each person subject to aggregation of Shares with Party A under Section 13 or (ii) the Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 9.0% of the then outstanding Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) and after taking into account any Shares deliverable to Party A on the Share Amount same day pursuant to the Base Confirmation, the Party A Group would exceed directly or indirectly so beneficially own in excess of the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Clearance System Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount Party A Group would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestShares. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph. If Net Share Settlement would result in the Party A Group directly or indirectly beneficially owning (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 9.0% of the then outstanding Shares in connection with closing out its hedge position, Party A would be allowed to partially settle the Transaction based on its purchase of that amount of Shares, and then to purchase the amount or amounts of additional Shares necessary to settle the remainder of the Transaction, and to make the associated deliveries at such times as determined by the Calculation Agent.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any limit or restriction on transfer and ownership of Shares set forth in Section 5.2 of Counterparty’s Fifth Articles of Amendment and Restatement (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly so beneficially own in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly so beneficially own in excess of the Exchange Act, Limit or any “group” (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act)Counterparty Stock Ownership Restriction, without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder in respect of any Transaction (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or for such Transaction, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of the Threshold Number of Shares for such Transaction. Any purported delivery hereunder in respect of any Transaction shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or for such Transaction, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares for such Transaction. If any delivery owed to Party A hereunder in respect of any Transaction is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Post-Effective Limit and for such Transaction, (ii) the Section 16 Percentage would not exceed 4.9%7.5% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares for such Transaction. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.0% of the then outstanding Shares (the “Threshold Number of Shares”) or (iii) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article Ninth of Counterparty’s Charter and as further modified by the Waiver (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (iA) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, (B) the Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iiC) such delivery would result in a violation of the Section 16 Percentage would exceed 4.9%Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (ix) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (iiy) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number Threshold Number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes (z) such delivery would not result in a violation of the “beneficial ownership” test under Section 13 of the Exchange ActCounterparty Stock Ownership Restriction, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein in this Confirmation to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in this Agreement, on any other provisions hereofMaturity Date, Party A any Accelerated Maturity Date or Unwind Date, upon the occurrence of an Event of Default, or otherwise, in no event shall not have any Noteholder be entitled to acquire, receive or exercise any rights of a secured party in respect of Collateral consisting of, shares of any class of voting securities of an issuer to the extent that, upon such acquisition, receipt or exercise, the “right to acquirebeneficial ownership” (within the meaning of NYSE Rule 312.04(g)Section 13 of the Exchange Act of 1934, as amended, and the rules promulgated thereunder) Shares hereunder and Party A of such Noteholder or any entity that directly or indirectly controls such Noteholder (collectively, such Noteholder’s “Noteholder Group”) would equal or exceed 4.5% of the outstanding shares of such class or any member of the Noteholder Group would be deemed to directly or indirectly own 4.5% or more of the outstanding equity of the issuer of such stock or have the right to vote securities conferring 4.5% or more of the total vote on general corporate matters with respect to such issuer. The inability of any Noteholder to acquire, receive or exercise rights with respect to Collateral consisting of, shares provided by this Agreement at any time as a result of this provision shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after preclude such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after Noteholder from taking such delivery, (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%action at a later time when permitted by this provision. If any delivery owed to Party A any Noteholder hereunder is not made, in whole or in part, as a result of this provisionSection 26, Party BIssuer’s obligation to make such delivery shall not be extinguished extinguished, and Party B Issuer shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives following notice to Party B that, after from such delivery, (i) the Share Amount Noteholder that such delivery would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphthis Section 26.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares exercise any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Section 16 Percentage would exceed 8.5% or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Section 16 Percentage would exceed 8.5% or the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Section 16 Percentage would not exceed 8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%Limit. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A Dealer and any of its affiliates or any other each person subject to aggregation of Shares with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any Dealer and/or who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (Dealer or any such person, a “Dealer Person”) under Section 13 of the Exchange Act) of which Party A is Act and rules promulgated thereunder directly or may be deemed to be a part indirectly beneficially owns own (within the meaning of as defined under Section 13 of the Exchange Act)Act and rules promulgated thereunder, without duplication, on such day (or, to unless the extent that for determination of “any reason the equivalent calculation person who is direct or indirect beneficial owner of 10% or more of any class of equity securities” under Section 16 16(a) of the Exchange Act and the rules and regulations thereunder results is made by reference to some other law, rule or regulation, in a higher numberwhich case, as defined under such higher numberother law, rule or regulation) and (B) the denominator of which is the number of Shares outstanding on such dayoutstanding. Without limitation The “Share Amount” as of any day is the number of Shares that Dealer, Dealer Person and any other person whose ownership position would be aggregated with that of Dealer under any law, rule, regulation, regulatory order or organizational documents or contracts of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares Company that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess existsare, in each case, solely applicable to ownership of Shares (“Applicable Restriction”), owns, beneficially owns, constructively owns, controls, holds the extent such excess exists power to vote or would exist as otherwise meets a result relevant definition of transactions or activities undertaken by Party A and/or ownership under any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in partApplicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer, or could result in an adverse effect on a Dealer, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphoutstanding.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the an “right to acquireinterest” in (within the meaning of NYSE Rule 312.04(g312.04(e)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 5,557,940 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage would not exceed 4.9%7.5% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9% of the outstanding Shares as of the Trade Date (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “ Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Section 6.2 of Counterparty’s Articles of Amendment and Restatement (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly so beneficially own in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly so beneficially own in excess of the Exchange Act, Limit or any “group” (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act)Counterparty Stock Ownership Restriction, without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder in respect of any Transaction (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or for such Transaction, (ii) the Section 16 Percentage would exceed 4.9%9.0 % or (iii) such delivery would result in a violation of any restriction on ownership or transfer set forth in Article XI of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder in respect of any Transaction shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or for such Transaction, (ii) the Section 16 Percentage would exceed 4.9%9.0 % or (iii) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A hereunder in respect of any Transaction is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Post-Effective Limit and for such Transaction, (ii) the Section 16 Percentage would not exceed 4.9%9.0% and (iii) such delivery would not result in a violation of the Counterparty Stock Ownership Restrictions. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 8.0% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such ​ Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have an “interest” in Shares hereunder, Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Dealer and its affiliates would directly or indirectly own or control, for purposes of the Bank Holding Company Act of 1956, as amended (the “BHCA”), in excess of 4.0% of the outstanding Shares, (iii) Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”) or (iv) Dealer would hold or beneficially own 5.0% or more of the number of Shares of Counterparty’s outstanding common stock or 5.0% or more of Counterparty’s outstanding voting power (the “Exchange Limit”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Dealer and its affiliates would directly or indirectly own or control, for purposes of the Section 16 Percentage BHCA, in excess of 4.0% of the outstanding Shares, (iii) the Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iv) Dealer would directly or indirectly hold or beneficially own in excess of the Exchange Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer and its affiliates would not exceed 4.9%. The “Section 16 Percentage” as of any day is directly or indirectly own or control for the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 BHCA in excess of 4.0% of the outstanding Shares, (iii) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares and (iv) Dealer would not directly or indirectly hold in excess of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestLimit. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding anything to the contrary in the Agreement or this Confirmation, in no event shall Barclays be entitled to receive, or be deemed to receive, Shares to the extent that, upon such receipt of such Shares, and after taking into account any other provisions hereof, Party A shall not have Shares concurrently delivered by Seller under the Base Confirmation (i) the “right to acquirebeneficial ownership” (within the meaning of NYSE Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Barclays, any of its affiliates’ business units subject to aggregation with Barclays for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 312.04(g)13d-5(b)(1) Shares hereunder and Party A shall not be entitled under the Exchange Act) with Barclays with respect to take delivery “beneficial ownership” of any Shares deliverable hereunder (in each casecollectively, whether in connection with “Barclays Group”) would be equal to or greater than 8.5% of the purchase of outstanding Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise(an “Excess Section 13 Ownership Position”) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or (ii) Barclays, Barclays Group or any person whose ownership position would be aggregated with that of Barclays or Barclays Group (Barclays, Barclays Group or any such person, a “Barclays Person”) under Section 203 of the Section 16 Percentage Delaware General Corporation Law (the “DGCL Takeover Statute”) or any state or federal bank holding company or banking laws, or other federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), would exceed 4.9%. Any purported delivery hereunder shall be void and have no effect own, beneficially own, constructively own, control, hold the power to the extent vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (but only to the extent) that, after such delivery, (ix) the Share Amount lesser of (A) the maximum number of Shares that would exceed be permitted under Applicable Laws and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator, such as a state or federal banking regulator) of a Barclays Person under Applicable Share Limit Laws (including, without limitation, “interested stockholder” or “acquiring person” status under the DGCL Takeover Statute) and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (such condition described in clause (ii) the Section 16 Percentage would exceed 4.9%), an “Excess Regulatory Ownership Position”). If any delivery owed to Party A Barclays hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Barclays gives notice to Party B that, after Counterparty that such delivery, delivery would not result in (ix) Barclays Group directly or indirectly so beneficially owning in excess of 8.5% of the outstanding Shares or (y) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as occurrence of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphan Excess Regulatory Ownership Position.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares exercise any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunderupon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the letter agreement dated July 26, 2010 between Dealer and Company regarding Base Warrants (2016) (the “Base Warrant Confirmation”), (i) the Section 16 Percentage would exceed 8.5% or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such deliverydelivery and after taking into account any Shares deliverable to Dealer under the Base Warrant Confirmation, (i) the Section 16 Percentage would exceed 8.5% or the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Section 16 Percentage would not exceed 8.5%, and (ii) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%Limit. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A Dealer and any of its affiliates or any other each person subject to aggregation of Shares with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any Dealer and/or who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (Dealer or any such person, a “Dealer Person”) under Section 13 of the Exchange Act) of which Party A is Act and rules promulgated thereunder directly or may be deemed to be a part indirectly beneficially owns own (within the meaning of as defined under Section 13 of the Exchange Act)Act and rules promulgated thereunder, without duplication, on such day (or, to unless the extent that for determination of “any reason the equivalent calculation person who is direct or indirect beneficial owner of 10% or more of any class of equity securities” under Section 16 16(a) of the Exchange Act and the rules and regulations thereunder results is made by reference to some other law, rule or regulation, in a higher numberwhich case, as defined under such higher numberother law, rule or regulation) and (B) the denominator of which is the number of Shares outstanding on such dayoutstanding. Without limitation The “Share Amount” as of any day is the number of Shares that Dealer, Dealer Person and any other person whose ownership position would be aggregated with that of Dealer under any law, rule, regulation, regulatory order or organizational documents or contracts of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares Company that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess existsare, in each case, solely applicable to ownership of Shares (“Applicable Restriction”), owns, beneficially owns, constructively owns, controls, holds the extent such excess exists power to vote or would exist as otherwise meets a result relevant definition of transactions or activities undertaken by Party A and/or ownership under any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in partApplicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer, or could result in an adverse effect on a Dealer, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphoutstanding.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereofanything to the contrary in the Agreement or this Confirmation, Party A in no event shall not have Dealer be entitled to receive, or be deemed to receive, Shares to the extent that, upon such receipt of such Shares, (i) the “right to acquirebeneficial ownership” (within the meaning of NYSE Section 13 of the Exchange Act and the rules promulgated thereunder) of Shares by Dealer, any of its affiliates’ business units subject to aggregation with Dealer for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act and all persons who may form a “group” (within the meaning of Rule 312.04(g)13d-5(b)(1) Shares hereunder and Party A shall not be entitled under the Exchange Act) with Dealer with respect to take delivery “beneficial ownership” of any Shares deliverable hereunder (in each casecollectively, whether in connection with “Dealer Group”) would be equal to or greater than 8.0% of the purchase of outstanding Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise(an “Excess Section 13 Ownership Position”) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or (ii) Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under the Section 16 Percentage New York Business Corporation Law (the “Applicable State Takeover Statute”) or any state or federal bank holding company or banking laws, or other federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), would exceed 4.9%. Any purported delivery hereunder shall be void and have no effect own, beneficially own, constructively own, control, hold the power to the extent vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (but only to the extent) that, after such delivery, (ix) the Share Amount lesser of (A) the maximum number of Shares that would exceed be permitted under Applicable Laws and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by a state or federal regulator, such as a state or federal banking regulator) of a Dealer Person under Applicable Laws (including, without limitation, “interested stockholder” or “acquiring person” status under the Applicable Share Limit State Takeover Statute) and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (such condition described in clause (ii) ), an “Excess Regulatory Ownership Position”). Dealer shall notify Counterparty if, at any time, an Excess Section 13 Ownership Position or Excess Regulatory Ownership Position has occurred or would occur as the Section 16 Percentage would exceed 4.9%result of a delivery by Counterparty to Dealer. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B that, after Counterparty that such delivery, delivery would not result in (ix) Dealer Group directly or indirectly so beneficially owning in excess of 8.0% of the outstanding Shares or (y) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as occurrence of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphan Excess Regulatory Ownership Position.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or (ii) the Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 17,646,222 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or (ii) Party A Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Post-Effective Limit and (ii) the Section 16 Percentage Party A Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestShares. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the an “right to acquireinterest” in (within the meaning of NYSE Rule 312.04(g312.04(e)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunderhereunder and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 5,557,940 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%7.5% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage would not exceed 4.9%7.5% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into account any Shares deliverable to Party A on the same day pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) the Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 6,230,554 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares deliverable to Party A on the same day pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage Party A Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished extinguished, and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, and after taking into account any Shares deliverable to Party A on the same day pursuant to the Base Confirmation, (i) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage Party A Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Party A’s ultimate parent entity would purchase, acquire or take (as such terms are used in the Federal Power Act) at any time on the relevant date in excess of 7.5% of the outstanding Shares or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) [·](2) Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Party A’s ultimate parent entity would purchase, acquire or take (as such terms are used in the Section 16 Percentage Federal Power Act) in excess of 7.5% of the outstanding Shares or (iii) Party A Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, and after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Party A’s ultimate parent entity would not exceed 4.9%. The “Section 16 Percentage” purchase, acquire or take (as such terms are used in the Federal Power Act) in excess of any day is 7.5% of the fraction, expressed as a percentage, outstanding Shares and (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Group would not directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestShares. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%9.5% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4,880,840 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage would exceed 4.9%9.5% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage would not exceed 4.9%9.5% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Articles of Restatement of Counterparty, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery receive Shares or any other class of any Shares deliverable voting securities of the Issuer hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after that such receipt would result in UBS AG or any of its affiliates or associates directly or indirectly, individually or in the aggregate, beneficially owning (as such term is defined for purposes of Section 13(d) of the Exchange Act) at any time in excess of 9% of the outstanding Shares hereunder, (i) or any other class of voting securities of the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Issuer. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) thatthat such delivery would result in UBS AG or any of its affiliates or associates directly or indirectly, after such deliveryindividually or in the aggregate, (i) so beneficially owning in excess of 9% of the Share Amount would exceed outstanding Shares or any other class of voting securities of the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Issuer. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Clearance System Business Day after, Party A gives notice to Party B that, after that such delivery, (i) the Share Amount delivery would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and result in UBS AG or any of its affiliates or any other person subject to aggregation with Party A for purposes associates directly or indirectly, individually or in the aggregate, so beneficially owning in excess of 9% of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of outstanding Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result class of voting securities of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphIssuer.

Limit on Beneficial Ownership. Notwithstanding With respect to any Transaction, notwithstanding any other provisions hereofin the Agreement, Party A shall not have herein or in the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A Supplemental Confirmation for such Transaction, Dealer shall not be entitled to take delivery receive Shares or any other class of any Shares deliverable hereunder voting securities of Party B (in each case, whether in connection with the purchase of Shares on any Settlement Date for such Transaction or any Termination Settlement Date, any Private Placement Settlement Date for such Transaction or otherwise) to the extent (but only to the extent) that, after that such receipt would result in Dealer and each person subject to aggregation of Shares or other voting securities with Dealer under Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder (the “Group”) directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Exchange Act) at any time in excess of 4.5% of the outstanding Shares or any other class of voting securities of Party B or such acquisition would result in a violation of any Shares hereunder, restriction on ownership or transfer set forth in the Charter (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%“Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder under any Transaction shall be void and have no effect to the extent (but only to the extent) that, after that such delivery, (i) delivery would result in the Share Amount Group directly or indirectly so beneficially owning in excess of 4.5% of the outstanding Shares or any other class of voting securities of Party B or such delivery would exceed result in a violation of the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Counterparty Stock Ownership Restrictions. If any delivery owed to Party A hereunder Dealer under any Transaction is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Clearance System Business Day after, Party A Dealer gives notice to Party B that, after that such delivery, (i) the Share Amount delivery would not exceed result in the Applicable Share Limit and (ii) Group directly or indirectly so beneficially owning in excess of 4.5% of the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of outstanding Shares that Party A and any of its affiliates or any other person subject to aggregation with class of voting securities of Party A for purposes B or such delivery would not result in a violation of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such dayCounterparty Stock Ownership Restrictions. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B If Net Share Settlement in respect of any Transaction would result in the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result Group beneficially owning more than 4.5% of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits outstanding Shares or such delivery would result in clauses (i) and (ii) a violation of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not Counterparty Stock Ownership Restrictions in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In additionclosing out its hedge position, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted allowed to partially settle such Transaction based on its purchase of that amount of Shares, and then to purchase the amount or amounts of additional Shares necessary to settle the remainder of such Transaction, and to make any payment due in respect of the associated deliveries at such Shares to Party B in two or more tranches that correspond in amount to times as determined by the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphCalculation Agent.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of [•]7 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i), (ii) and (iiiii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of [4.9% of the outstanding Shares on the Trade Date][[●] Shares]16 (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Party A’s ultimate parent entity would purchase, acquire or take (as such terms are used in the Federal Power Act) at any time on the relevant date in excess of 7.5% of the outstanding Shares or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 1,923,336 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Party A’s ultimate parent entity would purchase, acquire or take (as such terms are used in the Section 16 Percentage Federal Power Act) in excess of 7.5% of the outstanding Shares or (iii) Party A Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Party A’s ultimate parent entity would not exceed 4.9%. The “Section 16 Percentage” purchase, acquire or take (as such terms are used in the Federal Power Act) in excess of any day is 7.5% of the fraction, expressed as a percentage, outstanding Shares and (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Group would not directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestShares. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Post‑Effective Limit or (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 8.0% of the then outstanding Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Post-Effective Limit and or (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestShares. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 8% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares or 5% or more of Counterparty’s outstanding voting power as of the Trade Date (the “Exchange Limit”), or (iv) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Article VIII of the LLC Operating Agreement (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit, or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange ActLimit, or any “group” (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act)Counterparty Stock Ownership Restriction, without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Counterparty represents and warrants to, and agrees with Dealer that, ownership positions of Counterparty’s common stock held by Dealer or any of its affiliates solely in its capacity as a nominee or fiduciary (where Dealer and such affiliates have no economic interest in such positions) do not constitute “ownership” by Dealer, and Dealer shall not be deemed or treated as the beneficial or constructive “owner” of such positions, in each case, for purposes of Article VIII of the LLC Operating Agreement, except for purposes of Section 8.1(d) thereof, and Counterparty shall interpret the LLC Operating Agreement in accordance with the foregoing. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restriction would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares exercise any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunderupon the exercise of such Warrant or otherwise hereunder [and after taking into account any Shares deliverable to Dealer under the letter agreement dated [December [ ], 2022] between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”)]11, (i) the Section 16 Percentage would exceed 4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. Any purported 11 Include in Additional Warrant Confirmation. ​ delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such deliverydelivery [and after taking into account any Shares deliverable to Dealer under the Base Warrant Confirmation]12, (i) the Section 16 Percentage would exceed 4.9%, or (ii) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%Limit. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Section 16 Percentage would not exceed 4.9%, and (ii) the Share Amount would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphLimit.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder in respect of any Transaction (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or for such Transaction, (ii) the Section 16 Percentage would exceed 4.9%9.0% or (iii) such delivery would result in a violation of any restriction on ownership or transfer set forth in Article XI of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder in respect of any Transaction shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or for such Transaction, (ii) the Section 16 Percentage would exceed 4.9%9.0% or (iii) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A hereunder in respect of any Transaction is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Post-Effective Limit and for such Transaction, (ii) the Section 16 Percentage would not exceed 4.9%9.0% and (iii) such delivery would not result in a violation of the Counterparty Stock Ownership Restrictions. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into any Shares concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) Party A’s ultimate parent entity would purchase, acquire or take (as such terms are used in the Federal Power Act) at any time on the relevant date in excess of 8.0% of the outstanding Shares or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 8.0% of the then outstanding Shares (each of such events in clauses (i), (ii) and (iii), an “Excess Ownership Position”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) and after taking into any Shares concurrently deliverable to Party A pursuant to the Share Amount Base Confirmation, an Excess Ownership Position would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%exist. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount an Excess Ownership Position would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%exist. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding use its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause eliminate the limits in clauses (i) and (ii) existence of the first sentence of this paragraph an Excess Ownership Position prior to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestSettlement Date. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, or (ii) the Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 Percentage would exceed 4.9%of the Exchange Act and rules promulgated thereunder) in excess of 7.5% of the then outstanding Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit Post-Effective Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B to (i) Company that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit Post-Effective Limit, and (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as Company agrees to use its reasonable best efforts to seek approval from its shareholders in accordance with the requirements of any day is NYSE Rule 312.03(c) for the fractionissuance pursuant to the Transaction of a number of Shares equal to 1.5 times the original Number of Shares. If Company succeeds in obtaining such approval for such an increase, expressed as a percentage, then (A) the numerator of which is the number Maximum Number of Shares that Party A and any shall be automatically increased to 1.5 times the original Number of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) Shares and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A Additional Termination Event in Section 9(h)(ii)(E) shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to no longer be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphapplicable.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall JPMorgan may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) the JPM Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 Percentage would exceed 4.9%of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 4,997,190 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) JPM Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A JPMorgan hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A JPMorgan gives notice to Party B Company that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit Limit, and (ii) the Section 16 Percentage JPM Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of both NYSE Rule 312.04(g)) and the Exchange Act) Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of [7.5] [4.5]18% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) the Share Amount would equal or exceed 4.9%the Threshold Number of Shares (the “Exchange Limit”), (iv) Dealer's ultimate parent entity would purchase, acquire or take (as such terms are used in the Federal Power Act) at any time on the relevant date in excess of [7.5] [4.5]19% of the outstanding Shares (the condition described in this clause (iv), an “Excess FPA Ownership Position”) or (v) Dealer, Dealer Group or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Group Person”) under any state or federal laws, or any federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares other than Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (“Applicable Laws”), would own, beneficially own, constructively own, control, hold the power to vote or otherwise meet a relevant definition of ownership in excess of a number of Shares equal to (x) the lesser of (A) the maximum number of Shares that would be permitted under Applicable Laws and (B) the number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval by __________________________ 17 Insert 4.5% for Scotia. 18 Insert 4.5% for Scotia. 19 Insert 4.5% for Scotia. -29- a state or federal regulator) of a Group Person under Applicable Laws and with respect to which such requirements have not been met or the relevant approval has not been received or that would give rise to any consequences under the constitutive documents of Counterparty or any contract or agreement to which Counterparty is a party, in each case minus (y) 1% of the number of Shares outstanding on the date of determination (the condition described in this clause (v), an “Excess Regulatory Ownership Position”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) the Share Amount would equal or exceed 4.9%the Exchange Limit, (iv) an Excess FPA Ownership Position would result or (v) an Excess Regulatory Ownership Position would result. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (iv) the Share Amount would not exceed the Applicable Post-Effective Limit, (w) the Dealer Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (x) the Share Limit Amount would not equal or exceed the Exchange Limit, (y) an Excess FPA Ownership Position would not result and (iiz) the Section 16 Percentage an Excess Regulatory Ownership Position would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestresult. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and the rules promulgated thereunder (including all persons who may form a “group” within the meaning of Rule 13d-5(b)(1) under the Exchange Act) (collectively, the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and the rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Section 14 of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the an “right to acquireinterest” in (within the meaning of NYSE Rule 312.04(g312.04(e)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into account any Shares concurrently deliverable to Party A pursuant to any Additional Transaction, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%, (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 20,548,372 Shares (the “Threshold Number of Shares”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in the Article IX or X of the Articles, as amended and supplemented (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares concurrently deliverable to Party A pursuant to any Additional Transaction, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%, (iii) the Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, and after taking into account any Shares concurrently deliverable to Party A pursuant to any Additional Transaction, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%, (iii) the Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares and (iv) such delivery would not result in a violation of the Counterparty Stock Ownership Restriction. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereofhereof (a) Party A shall not be entitled to take delivery of any Shares or any other class of voting securities of Party B deliverable hereunder (whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares or any other class of voting securities of Party B hereunder, and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Post-Effective Limit or (ii) Party A and each person subject to aggregation of Shares with Party A for purposes of determining whether Party A directly or indirectly beneficially owns more than 10% of the Shares for purposes of Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own for such purposes or have ownership or control (within the meaning of the Bank Holding Company Act of 1956, as amended) in excess of 4.5% of the then outstanding Shares or any other class of voting securities of Party B (the “Threshold Number of Shares”) and (b) Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, and after taking into account any Shares concurrently deliverable to Party A pursuant to the Base Confirmation, the “Party A Group” would directly or indirectly beneficially own for such purposes in excess of 4,825,048 Shares (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%“Exchange Limit”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would exceed the Applicable Share Post-Effective Limit or (ii) Party A Group would directly or indirectly so beneficially own or have ownership or control in excess of the Section 16 Percentage would exceed 4.9%lesser of the Threshold Number of Shares and the Exchange Limit. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, and after taking into account any Shares or any other class of voting securities of Party B concurrently deliverable to Party A pursuant to the Base Confirmation, (i) the Share Amount would not exceed the Applicable Share Post-Effective Limit and (ii) the Section 16 Percentage Party A Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own or have ownership or control in excess of any day is the fraction, expressed as a percentage, (A) lesser of the numerator of which is the number Threshold Number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestLimit. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph; provided that, in all events, Party A shall make such payment due in respect of the full number of Settlement Shares for the related Settlement Date to Party B no later than the 20th day following such Settlement Date (it being understood, for the avoidance of doubt, that this proviso shall not affect Party B’s obligation to deliver such Settlement Shares pursuant hereto, including, without limitation, pursuant to the last sentence of the immediately preceding paragraph).

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 3.9 million Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i), (ii) and (iiiii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery receive Shares or any other class of any Shares deliverable voting securities of Party B hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement Date or otherwise) to the extent (but only to the extent) that, after that such receipt would result in the ultimate parent entity of Party A directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Exchange Act) at any time in excess of 8.0% of the outstanding Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%. any other class of voting securities of Party B. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after that such delivery, (i) delivery would result in the Share Amount would exceed ultimate parent entity of Party A directly or indirectly so beneficially owning in excess of 8.0% of the Applicable Share Limit outstanding Shares or (ii) the Section 16 Percentage would exceed 4.9%. any other class of voting securities of Party B. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Clearance System Business Day after, Party A gives notice to Party B that, after that such delivery, (i) the Share Amount delivery would not exceed result in the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as ultimate parent entity of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any directly or indirectly so beneficially owning in excess of its affiliates 8.0% of the outstanding Shares or any other person subject to aggregation with class of voting securities of Party B. If Net Share Settlement would result in the ultimate parent entity of Party A for purposes beneficially owning more than 8.0% of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results outstanding Shares in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding connection with closing out its rights pursuant to the immediately succeeding paragraphhedge position, Party A agrees would be allowed to use good faith partially settle the Transaction based on its purchase of that amount of Shares, and commercially reasonable efforts then to cause purchase the limits in clauses (i) and (ii) amount or amounts of additional Shares necessary to settle the remainder of the first sentence of this paragraph Transaction, and to not be exceeded at make the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded associated deliveries at such time, to use good faith and commercially reasonable efforts to minimize both times as determined by the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphCalculation Agent.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery receive Shares or any other class of any Shares deliverable voting securities of the Party B hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement Date or otherwise) to the extent (but only to the extent) that, after that such receipt would result in Party A directly or indirectly beneficially owning (as such term is defined for purposes of Section 13(d) of the Exchange Act) at any time in excess of 9% of the outstanding Shares hereunder, (i) or any other class of voting securities of the Share Amount would exceed the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%. Party B. Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after that such delivery, (i) delivery would result in Party A directly or indirectly so beneficially owning in excess of 9% of the Share Amount would exceed outstanding Shares or any other class of voting securities of the Applicable Share Limit or (ii) the Section 16 Percentage would exceed 4.9%. Party B. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Clearance System Business Day after, Party A gives notice to Party B that, after that such delivery, (i) the Share Amount delivery would not exceed the Applicable Share Limit and (ii) the Section 16 Percentage would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that result in Party A and any directly or indirectly so beneficially owning in excess of its affiliates 9% of the outstanding Shares or any other person subject to aggregation with class of voting securities of the Party B. If Net Share Settlement would result in Party A for purposes beneficially owning more than 9% of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results outstanding Shares in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding connection with closing out its rights pursuant to the immediately succeeding paragraphhedge position, Party A agrees would be allowed to use good faith partially settle the Transaction based on its purchase of that amount of Shares, and commercially reasonable efforts then to cause purchase the limits in clauses (i) and (ii) amount or amounts of additional Shares necessary to settle the remainder of the first sentence of this paragraph Transaction, and to not be exceeded at make the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded associated deliveries at such time, to use good faith and commercially reasonable efforts to minimize both times as determined by the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphCalculation Agent.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares upon the exercise of such Warrant or otherwise hereunder, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) the Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 Percentage would exceed 4.9%of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 4,997,190 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit Limit, and (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall Dealer may not exercise any Warrant hereunder, have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares upon exercise of any Warrant hereunder and Party A shall not or be entitled to take delivery of any Shares deliverable hereunder (in each casehereunder, whether in connection and Automatic Exercise shall not apply with the purchase of Shares on respect to any Settlement Date or any Termination Settlement DateWarrant hereunder, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunderupon the exercise of such Warrant or otherwise hereunder and after taking into account any Shares deliverable to Dealer under the letter agreement dated March 16, 2010 between Dealer and Company regarding Base Warrants (the “Base Warrant Confirmation”), (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) the Dealer Group would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 Percentage would exceed 4.9%of the Exchange Act and rules promulgated thereunder) in excess of the lesser of (A) 7.5% of the then outstanding Shares or (B) 1,199,942 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such deliverydelivery and after taking into account any Shares deliverable to Dealer under the Base Warrant Confirmation, (i) the Share Amount would exceed the Applicable Share Limit Limit, or (ii) Dealer Group would directly or indirectly so beneficially own in excess of the Section 16 Percentage would exceed 4.9%Threshold Number of Shares. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCompany’s obligation to make such delivery shall not be extinguished and Party B Company shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A Dealer gives notice to Party B Company that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit Limit, and (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates directly or any other person subject to aggregation with Party A for purposes indirectly so beneficially own in excess of the “beneficial ownership” test under Section 13 Threshold Number of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraphShares.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) Shares hereunder and Party A shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A and each person subject to aggregation of Shares with Party A under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Party A Group”) would directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 23,396,743 Shares (the “Threshold Number of Shares”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Limit, (ii) the Section 16 Percentage would exceed 4.9%% or (iii) Party A Group would directly or indirectly so beneficially own in excess of the Threshold Number of Shares. If any delivery owed to Party A hereunder is not made, in whole or in part, as a result of this provision, Party B’s obligation to make such delivery shall not be extinguished and Party B shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Day after, Party A gives notice to Party B that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Limit, (ii) the Section 16 Percentage would not exceed 4.9%% and (iii) Party A Group would not directly or indirectly so beneficially own in excess of the Threshold Number of Shares. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behest. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A shall be permitted to make any payment due in respect of such Shares to Party B in two or more tranches that correspond in amount to the number of Shares delivered by Party B to Party A pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder, including any “group” of which Dealer or its affiliates is a part, (the “Dealer Group”) would exceed 4.9%directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.0% of the then outstanding Shares (the “Threshold Number of Shares”) or (iii) such acquisition would result in a violation of any restriction on ownership and transfers set forth in Section 9.2.1 of Counterparty’s Articles of Incorporation, as amended and supplemented, and as further modified by the Waiver (the “Counterparty Stock Ownership Restriction”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares or (iii) such delivery would result in a violation of the Counterparty Stock Ownership Restriction. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number Threshold Number of Shares that Party A and any of its affiliates or any other person subject to aggregation with Party A for purposes (iii) such delivery would not result in a violation of the “beneficial ownership” test under Section 13 of the Exchange ActCounterparty Stock Ownership Restriction, or any “group” (within the meaning of Section 13 of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestapplicable. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph.

Limit on Beneficial Ownership. Notwithstanding any other provisions hereof, Party A Dealer shall not have the “right to acquire” (within the meaning of NYSE Rule 312.04(g)) acquire Shares hereunder and Party A Dealer shall not be entitled to take delivery of any Shares deliverable hereunder (in each case, whether in connection with the purchase of Shares on any Settlement Date or any Termination Settlement Date, any Private Placement Settlement or otherwise) to the extent (but only to the extent) that, after such receipt of any Shares hereunder, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 Percentage of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) would exceed directly or indirectly beneficially own (as such term is defined for purposes of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) in excess of 4.9%% of the then outstanding Shares (the “Threshold Number of Shares”), (iii) Dealer would hold 5% or more of the number of Shares of Counterparty’s outstanding common stock or 5% or more of Counterparty’s outstanding voting power (the “Exchange Limit”) or (iv) such acquisition would result in a violation of any restriction on ownership or transfer set forth in Article VI of the Charter (the “Counterparty Stock Ownership Restrictions”). Any purported delivery hereunder shall be void and have no effect to the extent (but only to the extent) that, after such delivery, (i) the Share Amount would exceed the Applicable Share Limit or Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would exceed 4.9%directly or indirectly so beneficially own in excess of the Threshold Number of Shares, (iii) Dealer would directly or indirectly hold in excess of the Exchange Limit or (iv) such delivery would result in a violation of the Counterparty Stock Ownership Restrictions. If any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of this provision, Party BCounterparty’s obligation to make such delivery shall not be extinguished and Party B Counterparty shall make such delivery as promptly as practicable after, but in no event later than one Exchange Business Scheduled Trading Day after, Party A Dealer gives notice to Party B Counterparty that, after such delivery, (i) the Share Amount would not exceed the Applicable Share Limit and Post-Effective Limit, (ii) the Section 16 Percentage Dealer Group would not exceed 4.9%. The “Section 16 Percentage” as directly or indirectly so beneficially own in excess of any day is the fraction, expressed as a percentageThreshold Number of Shares, (Aiii) the numerator of which is the number of Shares that Party A and any of its affiliates Dealer would not directly or any other person subject to aggregation with Party A for purposes of the “beneficial ownership” test under Section 13 indirectly hold in excess of the Exchange Act, or any “group” Limit and (within the meaning of Section 13 iv) such delivery would not result in a violation of the Exchange Act) of which Party A is or may be deemed to be a part beneficially owns (within the meaning of Section 13 of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. Without limitation of the other provisions of this paragraph, unless Party A shall have paid in full the settlement payment due to Party B in respect of the Shares that would have been required to be delivered absent the provisions of this paragraph despite any delay in delivery of Shares as a result of the application of this paragraph and notwithstanding its rights pursuant to the immediately succeeding paragraph, Party A agrees to use good faith and commercially reasonable efforts to cause the limits in clauses (i) and (ii) of the first sentence of this paragraph to not be exceeded at the time of any settlement that would otherwise be made by Party B hereunder, and, if any such limits are exceeded at such time, to use good faith and commercially reasonable efforts to minimize both the amount of such excess and the duration of the period during which such excess exists, in each case, solely to the extent such excess exists or would exist as a result of transactions or activities undertaken by Party A and/or any affiliate thereof not in connection with the Transaction or any other transaction or agreement entered into with Party B or at Party B’s behestCounterparty Stock Ownership Restriction. In addition, notwithstanding anything herein to the contrary, if any delivery owed to Party A Dealer hereunder is not made, in whole or in part, as a result of the immediately preceding paragraph, Party A Dealer shall be permitted to make any payment due in respect of such Shares to Party B Counterparty in two or more tranches that correspond in amount to the number of Shares delivered by Party B Counterparty to Party A Dealer pursuant to the immediately preceding paragraph. Dealer represents and warrants that, as of the Trade Date, if Dealer received the maximum number of Shares hereunder assuming both (i) Physical Settlement applies and (ii) no restrictions on the delivery of Shares hereunder were applicable, then the Counterparty Stock Ownership Restrictions would not apply so as to limit the number of Shares that Dealer could receive hereunder. Dealer will not knowingly cause the occurrence of an Ownership Event on any day during the term of the Transaction for the purpose, in whole or in part, of causing the occurrence of an Termination Settlement Date.