Common use of Reporting Obligations Clause in Contracts

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.

Reporting Obligations. 3.5.1 As long During the term of this License Agreement, Novartis shall deliver to Infinity a written notice of the occurrence of each of the events described in Section 4.1(b) with respect to each Optioned Lead Program within [**] days after such occurrence. During the term of this License Agreement, but only after the First Commercial Sale of a Drug Product, Novartis shall deliver to Infinity within [**] days after the end of each calendar quarter a written report showing actual Net Sales of such Drug Product by Novartis, its Affiliates and sublicensees in each country during such calendar quarter. All Net Sales shall be stated in United States dollars, and Novartis shall convert the amounts into United States dollars from the currency in which such amounts are received by Novartis, its Affiliates and sublicensees using Novartis’ then-current standard exchange rate methodology applied in its external reporting for the translation of foreign currency sales into United States dollars. Novartis will keep complete, true and accurate books of account and records for the purpose of showing the derivation of Net Sales and all amounts payable to Infinity under this License Agreement. Novartis, its Affiliates or sublicensees will keep such books and records for at least three (3) years following the end of the calendar quarter to which they pertain. Infinity shall have the right for a period of three (3) years after receiving any report or statement with respect to royalties due and payable to appoint an internationally-recognized independent accounting firm reasonably acceptable to Novartis (the “Auditor”) to inspect the relevant records of Novartis, its Affiliates or sublicensees to verify such reports, statements, records or books of accounts, as any Holder shall own Registrable Securitiesapplicable. Before beginning its audit, the CompanyAuditor shall execute an undertaking reasonably acceptable to Novartis by which the Auditor shall keep confidential all information reviewed during such audit; although the Auditor shall have the right to disclose to Infinity its conclusions regarding any payments owed to Infinity. Novartis, at all times while it its Affiliates and/or sublicensees shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed make its records available for inspection by the Company Auditor during regular business hours at such place or places where such records are customarily kept, upon reasonable notice from Infinity, solely to verify the accuracy of the sales reports, payments records or books of accounts and the compliance by Novartis, its Affiliates and/or sublicensees in other respects with this License Agreement. Such inspection right shall not be exercised more than once in any calendar year not nor more frequently than once with respect to records covering any specific period of time. Infinity agrees to hold in strict confidence all information received and all information learned in the course of any audit or inspection, except to the extent necessary in order to enforce its rights under this License Agreement or if disclosure is required by law, regulation or judicial order. Infinity shall pay for such inspections, as well as its own attorneys’ fees associated with enforcing its rights with respect to any payments hereunder, except that in the event there is any upward adjustment in aggregate amounts payable for any year shown by such inspection of more than five percent (5%) of the amount paid, Novartis shall pay for such inspection and shall pay to Infinity the amount of any underpayment, along with interest thereon at a rate per annum equal to the lesser of [**], as reported by The Wall Street Journal, [**], or the highest rate permitted by applicable law, calculated on the number of days such payments are paid after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirementspayments were originally due. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to EXXXX shall be deemed to have been furnished or delivered to the Holders pursuant to this Clause 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter then in effect). In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of which such Prospectus forms a part, the Company shall, subject to the receipt of any customary documentation reasonably required from the applicable Holders and/or their broker(s) in connection therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (b) to the extent required by the Commissiontransfer agent deliver the necessary legal opinions or instruction letters, as applicable, to the transfer agent in connection with the instruction under subclause (a). Following such time as Rule 144 is available, with a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act, the Company covenants that it will (a) make available information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (b) take such further action as the Holders may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), including providing any legal opinionsas such rule may be amended from time to time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities5.1 LICENSEE, the Companywithin sixty (60) days after each calendar quarter of each year, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification LICENSOR true and accurate reports, pertaining to NET SALES of a duly authorized officer as to whether it has complied with such requirements.LICENSED PRODUCT which shall include at least the following information: 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (ia) such Registrable Securities are the identity of each LICENSED PRODUCT being developed, manufactured, marketed and/or sold, b) the stage of development of each LICENSED PRODUCT each country in the TERRITORY; c) the number of each LICENSED PRODUCT manufactured and/or sold pursuant to an effective Registration Statement, (iiin each country in the TERRITORY, d) a Registration Statement covering the resale NET SALES of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be LICENSED PRODUCT sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or LICENSEE and all sublicensees, prepared in accordance with generally accepted accounting principles, on a country by country basis, for each LICENSED PRODUCT (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iva) above; e) any and all deductions from NET SALES made by LICENSEE; f) names and addresses of all sublicensees of LICENSEE; g) NET SALES derived from sublicensees; and h) total royalties due. 5.2 With each report submitted under Section 5.1 of this Agreement, LICENSEE shall make all payments to LICENSOR in US dollars due and payable under Section 3 of this Agreement. If no royalties are due, LICENSEE shall so report. 5.3 LICENSEE shall keep full, true and accurate books of account containing all particulars that may be necessary for the Holder purpose of showing the amounts payable to LICENSOR hereunder. Said books of account shall be kept at LICENSEE’s principal place of business. Said books and supporting data shall be open at all reasonable times for three (3) years following the end of the calendar year to which they pertain, to the inspection of LICENSOR or its agents for the purpose of verifying LICENSEE’s royalty statement or compliance in other respects with this Agreement. Should such inspection lead to the discovery of a greater than [********] discrepancy in reporting to LICENSOR’s detriment, LICENSEE shall pay the full cost of such Registrable Securities has provided all necessary documentation inspection. . LICENSEE shall pay any amounts such inspection reveals to be due and evidence owing within thirty (which may include an opinion of counsel30) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal days of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery receipt of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible an invoice for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Companysame.

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of sell Registrable Securities held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Section 4(a)(1) of the Securities Act or Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commissionthen in effect), including providing any legal opinions. Upon The Company further covenants that upon the request of any Holder, the Company shall (a) deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if requirements and (b) (i) authorize the Company’s transfer agent to remove any legend or any similar restriction in book entry positions of such Holder’s Registrable Securities if such restrictions are no longer required by the Securities Act or any applicable state securities laws or any agreement with the Company to which such Holder is a party, including if such Registrable Securities are subject to such a restriction have been sold pursuant to an effective a Registration Statement, (ii) a Registration Statement covering request the resale Company’s transfer agent to update the applicable book entry position of such Registrable Securities Holder so that it no longer is effective under the Securities Act subject to such a restriction, and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if use commercially reasonable efforts to cooperate with such Holder to have such Holder’s Registrable Securities may be sold by the Holder thereof free of restrictions pursuant transferred into a book entry position at DTC, subject to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with customary documentation, including any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a restrictive legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Companyor book entry notation.

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities, the CompanyPubCo, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company PubCo after the date hereof pursuant to Section Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the SEC pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5.5. The Company PubCo further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities sell Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter then in effect). In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of which such Prospectus forms a part, the PubCo shall, subject to the receipt of any customary documentation reasonably required from the applicable Holders and/or their broker(s) in connection therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (b) to the extent required by the Commissiontransfer agent deliver the necessary legal opinions or instruction letters, as applicable, to the transfer agent in connection with the instruction under subclause (a); provided that to the extent that a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act results, pursuant to the Securities Act, in the transferee of such securities holding restricted securities, then the PubCo shall be entitled to place appropriate legends on such securities following such sale or transfer. Following such time as Rule 144 is available, with a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act, the PubCo covenants that it will (a) make available information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (b) take such further action as the Holders may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), including providing any legal opinionsas such rule may be amended from time to time. Upon the request of any Holder, the Company PubCo shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.

Reporting Obligations. 3.5.1 As long as During any Holder shall own Registrable Securities, period in which the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant Trust is not subject to Section 13(a) 13 or 15(d) of the Securities Exchange Act. The Company further covenants that it Act of 1934, as amended, the Trustee, on behalf of the Trust, shall take such further action as any Holder may reasonably request, all promptly furnish to the extent required from time to time to enable such Holder to resell or otherwise dispose holders of Registrable Securities held Call Warrants and prospective purchasers of Call Warrants designated by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission)holders, including providing any legal opinions. Upon the upon request of any Holdersuch holders or prospective purchasers, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation information required to be delivered by such Holder pursuant to Rule 144A(d)(4) of the immediately preceding sentence). The Company shall bear all direct costs and expenses associated Securities Act of 1933, as amended, to permit compliance with Rule 144A in connection with the removal resale of a legend pursuant to this subsection 3.5.2Call Warrants; provided, however, that the applicable Holder Trust shall not (a) be required to provide audited financial statements of the Trust or (b) be required to furnish Rule 144A Information in connection with any request made on or after the date that is two years from the later of (i) the date such Call Warrant (or any predecessor Call Warrant) was acquired from the Trust or (ii) the date such Call Warrant (or any predecessor Call Warrant) was last acquired from an “affiliate” of the Trust within the meaning of Rule 144. Each of (i) the holder of these Call Warrants, by its acceptance hereof, and (ii) the Warrant Agent agrees that it shall not have any recourse to the Underlying Securities. The Bank of New York Mellon shall have no liability for the representations, warranties, covenants, agreements or other obligations of the Trust hereunder or in any of the certificates, notices or agreements delivered pursuant hereto, as to all of which recourse shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion had solely to the Company.assets of the Trust. not in its individual capacity but solely as Trustee and Authenticating Agent By: Name: Title: THE BANK OF NEW YORK MELLON as Warrant Agent By: Name: Title: To: Fixed Income Trust for Prudential Financial, Inc. Notes, Series 2000-0 Xxx Xxxx xx Xxx Xxxx Xxxxxx as Trustee 100 Xxxxxxx Xxxxxx, Floor 7 West New York, New York 10268 Attention: Corporate Trust Department The undersigned registered holder of [__] [or if different, insert the number of unexercised warrants held by the undersigned] Call Warrants, hereby gives notice by registered or certified mail, return receipt requested or by a nationally recognized overnight courier, postage prepaid, and in accordance with the terms of the Call Warrants, hereby and irrevocably elects that it will exercise [__] [or if different, insert the number of unexercised warrants held by the undersigned to be exercised] Call Warrants on [ ], [20__] (the “Warrant Exercise Date”), such date being not less than 10 or more than 60 days prior to the date this notice is delivered to the Warrant Agent at the above address, and agrees that on or prior to the Warrant Exercise Date it will deliver payment of $[ ] therefor. In connection therewith, the undersigned hereby certifies that it is solvent as of the date hereof. Dated: Signature: Signature(s) Guaranteed:

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to the Electronic Data Gathering, Analysis and Retrieval System shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter then in effect). In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of which such Prospectus forms a part, the Company shall, subject to the receipt of any customary documentation reasonably required from the applicable Holders and/or their broker(s) in connection therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (b) to the extent required by the Commissiontransfer agent deliver the necessary legal opinions or instruction letters, as applicable, to the transfer agent in connection with the instruction under subclause (a); provided that to the extent that a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act results, pursuant to the Securities Act, in the transferee of such securities holding restricted securities, then the Company shall be entitled to place appropriate legends on such securities following such sale or transfer. Following such time as Rule 144 is available, with a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act, the Company covenants that it will (a) make available information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (b) take such further action as the Holders may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), including providing any legal opinionsas such rule may be amended from time to time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.

Reporting Obligations. 3.5.1 As long as During any Holder shall own Registrable Securities, period in which the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant Trust is not subject to Section 13(a) 13 or 15(d) of the Securities Exchange ActAct of 1934, as amended, the Trustee, on behalf of the Trust, shall promptly furnish to holders of Call Warrants and prospective purchasers of Call Warrants designated by such holders, upon request of such holders or prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) of the Securities Act of 1933, as amended, to permit compliance with Rule 144A in connection with the resale of Call Warrants; provided, however, that the Trust shall not (a) be required to provide audited financial statements of the Trust or (b) be required to furnish Rule 144A Information in connection with any request made on or after the date that is two years from the later of (i) the date such Call Warrant (or any predecessor Call Warrant) was acquired from the Trust or (ii) the date such Call Warrant (or any predecessor Call Warrant) was last acquired from an “affiliate” of the Trust within the meaning of Rule 144. The Company further covenants Each of (i) the holder of these Call Warrants, by its acceptance hereof, and (ii) the Warrant Agent agrees that it shall take such further action as not have any Holder may reasonably request, all recourse to the extent required from time to time to enable such Holder to resell Underlying Securities. U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee and Authenticating Agent By: Name: Title: U.S. BANK TRUST NATIONAL ASSOCIATION, as Warrant Agent By: Name: Title: To: STRATSSM Trust For [_____], Series 20[__]-[__] U.S. Bank Trust National Association, as Trustee 000 Xxxx Xxxxxx, Xxxxx 0000 New York, New York 10005 Attention: Corporate Trust The undersigned registered holder of [__] [or otherwise dispose if different, insert the number of Registrable Securities unexercised warrants held by the undersigned] Call Warrants, hereby gives notice by registered or certified mail, return receipt requested or by a nationally recognized overnight courier, postage prepaid, and in accordance with the terms of the Call Warrants, hereby and irrevocably elects that it will exercise [__] [or if different, insert the number of unexercised warrants held by the undersigned to be exercised] Call Warrants on [ ], [20__] (the “Warrant Exercise Date”), such Holder without registration date being not less than 10 or more than 30 days prior to the date this notice is delivered to the Warrant Agent at the above address, and agrees that on or prior to the Warrant Exercise Date it will deliver payment of $[ ] therefor. In connection therewith, the undersigned hereby certifies that it is solvent as of the date hereof. Dated: (Signature must conform in all respects to name of holder as specified on the face of these Call Warrants) (Street Address) (City) (State) (Zip Code) To: STRATSSM Trust For [_____], Series 20[__]-[__] U.S. Bank Trust National Association, as Trustee 000 Xxxx Xxxxxx, Xxxxx 0000 New York, New York 10005 Attention: Corporate Trust The undersigned registered holder of _____ [Insert the number of unexercised warrants held by the undersigned] Call Warrants, having previously given notice thereof in accordance with the terms of the Call Warrants, hereby irrevocably exercises ____ [insert the number of warrants to be exercised] Call Warrant(s) for, and purchases pursuant thereto, the Called Underlying Securities receivable upon such exercise, and herewith makes payment of $[ ] per exercised Call Warrant therefor, and requests that such Called Underlying Securities be transferred to [insert information required for transfer of Called Underlying Securities]. In connection therewith, the undersigned hereby certifies that it is solvent as of the date hereof, as required by Section I.1 of the Call Warrants. Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) (Street Address) (City)(State)(Zip Code) U.S. Bank Trust National Association, as Trustee 000 Xxxx Xxxxxx, Xxxxx 0000 New York, New York 10005 Attention: Corporate Trust Synthetic Fixed-Income Securities, Inc. 000 Xxxx Xxxxxx New York, New York 10152 Attention: Institutional Investment Solutions Ladies and Gentlemen: In connection with our proposed purchase of [insert number] of the Call Warrants dated _______________, issued with respect to $_______________ principal amount of [_________], due [____] due _______________, CUSIP _______________, (the “Call Warrants”), the investor on whose behalf the undersigned is executing this letter (the “Purchaser”) confirms that: (1) The Purchaser has received a copy of such information as the Purchaser deems necessary in order to make its investment decision and the Purchaser has been provided the opportunity to ask questions of, and receive answers from, the Trustor, concerning the terms and conditions of the Call Warrants. The Purchaser has received and understands the above, and understands that substantial risks are involved in an investment in the Call Warrants. The Purchaser represents that in making its investment decision to acquire the Call Warrants, the Purchaser has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person, including you, the Trustor or the Trustee referred to above or any of their affiliates. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Call Warrants, and the Purchaser is able to bear the substantial economic risks of such an investment. The Purchaser has relied upon its own tax, legal and financial advisors in connection with its decision to purchase the Call Warrants. (2) The Purchaser is (A) a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act within of 1933, as amended (the limitation “1933 Act”)) and (B) acquiring the Call Warrants for its own account or for the account of an investor of the exemptions provided by Rule 144 promulgated type described in clause (A) above as to which the Purchaser exercises sole investment discretion. The Purchaser is purchasing the Call Warrants for investment purposes and not with a view to, or for, the offer or sale in connection with, a public distribution or in any other manner that would violate the 1933 Act or the securities or blue sky laws of any state. (3) The Purchaser understands that the Call Warrants have not been and will not be registered under the Securities 1933 Act (or any successor rule promulgated thereafter by under the Commission), including providing any legal opinions. Upon the request securities or blue sky laws of any Holderstate, and that if it decides to resell, pledge or otherwise transfer the Company shall deliver Call Warrants, such Call Warrants may be resold, pledged or transferred without registration only to such Holder an entity that has delivered to the Trustor and the Trustee a written certification in the form of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 this letter. The legend on any Registrable Securities covered by this Agreement shall be removed if Purchaser understands that (i) such Registrable Securities are sold pursuant any transference of the Call Warrants must be to an effective Registration Statemententity that the Purchaser reasonably believes to be a Qualified Institutional Buyer that purchases (1) for its own account or (2) for the account of such a Qualified Institutional Buyer, that is, in either case, aware that the resale, pledge or transfer is being made in reliance on said Rule 144A under the 1933 Act and (ii) a Registration Statement covering it will, and each subsequent holder will be required to, notify any purchaser of the Call Warrants from it of the resale of such Registrable Securities is effective under restrictions referred to herein. (4) The Purchaser understands that the Securities Act Call Warrants will bear a legend to the following effect, unless otherwise agreed by the Trustor and the applicable holder Trustee: “THESE CALL WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO THE EXEMPTION THEREFROM UNDER SUCH ACT PROVIDED PURSUANT TO RULE 144A THEREUNDER. THE CALL WARRANTS REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THESE CALL WARRANTS INCLUDING THE DELIVERY OF AN INVESTMENT LETTER IN THE FORM ATTACHED HERETO. EACH PROSPECTIVE TRANSFEREE OF THESE CALL WARRANTS SHALL BE REQUIRED TO REPRESENT THAT IT IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) AND (B) ACQUIRING THE CALL WARRANT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INVESTOR OF THE TYPE DESCRIBED IN CLAUSE (A) ABOVE AS TO WHICH THE TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION.” (5) The Purchaser agrees that if at some time in the future it wishes to transfer or exchange the Call Warrants, it will not transfer or exchange the Call Warrants unless such transfer or exchange is in accordance with Section 3.2 of such Registrable Securities the Warrant Agent Agreement. The Purchaser understands that any purported transfer of the Call Warrants in contravention of any of the restrictions and conditions in the Warrant Agent Agreement, shall be void, and the broker of purported transferee in such holder each delivers to transfer shall not be recognized by the Company Trust or any other Person as a representation letter agreeing Warrantholder. (6) The Purchaser understands that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities the Call Warrants may be sold by the Holder thereof free transferred in minimum amounts equal to $500,000 initial amount, and in increments of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company$[10,000] in excess thereof.

Reporting Obligations. 3.5.1 As long as During any Holder shall own Registrable Securities, period in which the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant Trust is not subject to Section 13(a) 13 or 15(d) of the Securities Exchange Act. The Company further covenants that it Act of 1934, as amended, the Trustee, on behalf of the Trust, shall take such further action as any Holder may reasonably request, all promptly furnish to the extent required from time to time to enable such Holder to resell or otherwise dispose holders of Registrable Securities held Call Warrants and prospective purchasers of Call Warrants designated by such Holder without registration under holders, upon request of such holders or prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) of the Securities Act within of 1933, as amended, to permit compliance with Rule 144A in connection with the limitation resale of Call Warrants; provided, however, that the Trust shall not (a) be required to provide audited financial statements of the exemptions provided by Trust or (b) be required to furnish Rule 144 promulgated under 144A Information in connection with any request made on or after the Securities Act date that is two years from the later of (i) the date such Call Warrant (or any successor rule promulgated thereafter by predecessor Call Warrant) was acquired from the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, Trust or (ii) a Registration Statement covering the resale date such Call Warrant (or any predecessor Call Warrant) was last acquired from an “affiliate” of such Registrable Securities the Trust within the meaning of Rule 144. The Trustor shall advise and reasonably cooperate with the Trustee as to what information, if any, is effective required by Rule 144A(d)(4) under the Securities Act and the applicable Trustee shall be entitled to rely on such advice of the Trustor. Each of (i) the holder of such Registrable Securities this Call Warrant, by its acceptance hereof, and (ii) the broker of such holder each delivers Warrant Agent agrees, that it shall not have any recourse to the Company Underlying Securities or against the Trust. [U.S. BANK NATIONAL ASSOCIATION], not in its individual capacity but solely as Trustee and Authenticating Agent for the [____] Trust [______] By: [U.S. BANK NATIONAL ASSOCIATION], as Warrant Agent By: To [_____] Trust [_____] For [____________] Debentures [U.S. Bank National Association, as Trustee 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trust] The undersigned registered holder of the within Call Warrant, having previously given notice thereof in accordance with the terms of the Call Warrant, hereby irrevocably exercises Warrant(s) for, and purchases pursuant thereto, the Underlying Securities receivable upon such exercise, and herewith makes payment of the Warrant Exercise Purchase Price for a representation letter agreeing principal amount of $1,000 of Underlying Securities per Warrant therefor, and requests that such Registrable Underlying Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free transferred to __________ [insert information required for transfer of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) aboveUnderlying Securities]. In connection therewith, the Holder undersigned hereby certifies that it is solvent as of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) the date hereof, as may reasonably be required by Section I.1 of the Company Call Warrant. Dated: (Signature must conform in all respects to confirm that name of holder as specified on the legend may be removed under applicable securities law. The Company shall cooperate with face of Warrant) (Street Address) (City)(State)(Zip Code) For value received, the applicable undersigned registered holder of Registrable the within Call Warrant hereby sells, assigns and transfers unto __________ the __________ Warrant(s) [Must be whole number] to purchase Underlying Securities covered by this Agreement to effect removal which such Call Warrant relates, and appoints __________ attorney to make such transfer on the books of the legend Warrant Agent maintained for such purpose, with full power of substitution in the premises. Dated: (Signature must conform in all respects to name of holder as specified on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery the face of notice from such Holder that Warrant) (Street Address) (City)(State)(Zip Code) Signed in the conditions to removal are satisfied (together with presence of: $_________ aggregate principal amount of [____]% Debentures, due [__________] issued by [_________________________]. Aggregate Notional Amount of I/O Certificates: $[_________] Authorized Denomination: $100,000 and integral multiples of $1,000 in excess thereof Rating: Rating Agency: [_____] Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. Closing Date: [_____________] Distribution Dates for the I/O Certificates: As applicable, any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence)Scheduled Distribution Date or any Special Distribution Date. The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.Interest Rate: [___]% per annum I/O Maturity Date: [___________]

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to XXXXX shall be deemed to have been furnished or delivered to the Holders pursuant to this Clause 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter then in effect). In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of which such Prospectus forms a part, the Company shall, subject to the receipt of any customary documentation reasonably required from the applicable Holders and/or their broker(s) in connection therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (b) to the extent required by the Commissiontransfer agent deliver the necessary legal opinions or instruction letters, as applicable, to the transfer agent in connection with the instruction under subclause (a). Following such time as Rule 144 is available, with a view to making available to the Holders ​ the benefits of Rule 144 promulgated under the Securities Act, the Company covenants that it will (a) make available information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (b) take such further action as the Holders may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), including providing any legal opinionsas such rule may be amended from time to time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to XXXXX shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.5. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities sell Ordinary Shares held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter then in effect). In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of which such Prospectus forms a part, the Company shall, subject to the receipt of any customary documentation reasonably required from the applicable Holders and/or their broker(s) in connection therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (b) to the extent required by the Commissiontransfer agent deliver the necessary legal opinions or instruction letters, as applicable, to the transfer agent in connection with the instruction under subclause (a). Following such time as Rule 144 is available, with a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act, the Company covenants that it will (a) make available information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (b) take such further action as the Holders may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), including providing any legal opinionsas such rule may be amended from time to time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.

Reporting Obligations. 3.5.1 As long as 6.1. ANAPTYSBIO and its SUBLICENSEES and AFFILIATES will keep accurate books and records showing all COMMERCIALIZED PRODUCTS offered for sale, imported, sold and or otherwise exploited and all NET SALES and any Holder shall own Registrable Securities, the Company, other amounts payable herein. Such books and records will be preserved for at all times while it shall be a reporting company under the Exchange Act, covenants to file timely least three (or obtain extensions in respect thereof and file within the applicable grace period3) all reports required to be filed by the Company years after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Actpayment to which they pertain and will be open to inspection by an independent certified public accountant retained by MILLIPORE at reasonable times (but no more frequently than annually) on prior written notice to ANAPTYSBIO solely to determine the accuracy of reports and payments made by ANAPTYSBIO under this AGREEMENT and to assess ANAPTYSBIO’s compliance with the payment terms of this AGREEMENT. The Company further covenants that it Such independent certified public accountant shall take such further action as execute and deliver a confidentiality agreement reasonably requested by ANAPTYSBIO and shall not disclose to MILLIPORE any Holder may reasonably request, all information other than information relating to accuracy of reports and payments made by ANAPTYSBIO under this AGREEMENT and the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities held compliance by such Holder without registration under the Securities Act within the limitation ANAPTYSBIO of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinionsterms of this AGREEMENT. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company MILLIPORE shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred such examination. If, however, an error in payments due of more than [*] percent ([*]%) or $[*] (whichever is greater) for any year is discovered in any examination, then ANAPTYSBIO shall reimburse MILLIPORE the reasonable fees and expenses of such examination and shall remit the underpayment to MILLIPORE along with applicable simple interest due at the rate of [*] per annum within [*] days of delivery of the examination result to ANAPTYSBIO. 6.2. For each COMMERCIALIZED PRODUCT, ANAPTYSBIO shall identify to MILLIPORE the reference number for all applicable Biological Master Files (or equivalent) for such COMMERCIALIZED PRODUCT filed by ANAPTYSBIO or its SUBLICENSEES or ANAPTYSBIO PARTNERS with the relevant REGULATORY AGENCIES. MILLIPORE shall have the right to identify to any REGULATORY AGENCY such holder reference number for any such Biological Master File (or equivalent) with respect regard to delivering COMMERCIALIZED PRODUCTS developed by THIRD PARTIES with the legal opinion use of MILLIPORE INTELLECTUAL PROPERTY, for the sole purpose of notifying the REGULATORY AGENCY of the existence of such prior Biological Master File. Any such identification shall be made solely to the CompanyREGULATORY AGENCY and shall not constitute authorization to or by MILLIPORE or any THIRD PARTY (except the REGULATORY AGENCY) to access, reference or use any such filing or any data therein or to disclose or use any confidential or proprietary information in any such filing or in any IND (or equivalent) or Biological Master File (or equivalent) or other filing submitted by ANAPTYSBIO or any AFFILIATE or SUBLICENSEE with any REGULATORY AGENCY.

Reporting Obligations. 3.5.1 As long as 6.1. ANAPTYSBIO and its SUBLICENSEES and AFFILIATES will keep accurate books and records showing all COMMERCIALIZED PRODUCTS offered for sale, imported, sold and or otherwise exploited and all NET SALES and any Holder shall own Registrable Securities, the Company, other amounts payable herein. Such books and records will be preserved for at all times while it shall be a reporting company under the Exchange Act, covenants to file timely least three (or obtain extensions in respect thereof and file within the applicable grace period3) all reports required to be filed by the Company years after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Actpayment to which they pertain and will be open to inspection by an independent certified public accountant retained by MILLIPORE at reasonable times (but no more frequently than annually) on prior written notice to ANAPTYSBIO solely to determine the accuracy of reports and payments made by ANAPTYSBIO under this AGREEMENT and to assess ANAPTYSBIO’s compliance with the payment terms of this AGREEMENT. The Company further covenants that it Such independent certified public accountant shall take such further action as execute and deliver a confidentiality agreement reasonably requested by ANAPTYSBIO and shall not disclose to MILLIPORE any Holder may reasonably request, all information other than information relating to accuracy of reports and payments made by ANAPTYSBIO under this AGREEMENT and the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities held compliance by such Holder without registration under the Securities Act within the limitation ANAPTYSBIO of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission), including providing any legal opinionsterms of this AGREEMENT. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company MILLIPORE shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred such examination. If, however, an error in payments due of more than [*] percent ([*]%) or $[*] (whichever is greater) for any year is discovered in any examination, then ANAPTYSBIO shall reimburse MILLIPORE the reasonable fees and expenses of such examination and shall remit the underpayment to MILLIPORE along with applicable simple interest due at the rate of [*] per annum within [*] days of delivery of the examination result to ANAPTYSBIO. 6.2. For each COMMERCIALIZED PRODUCT, ANAPTYSBIO shall identify to MILLIPORE the reference number for all applicable Biological Master Files (or equivalent) for such COMMERCIALIZED PRODUCT filed by ANAPTYSBIO or its SUBLICENSEES or ANAPTYSBIO PARTNERS with the relevant REGULATORY AGENCIES. MILLIPORE shall have the right to identify to any REGULATORY AGENCY such holder reference number for any such Biological Master File (or equivalent) with respect regard to delivering COMMERCIALIZED PRODUCTS developed by THIRD PARTIES with the legal opinion use of MILLIPORE INTELLECTUAL PROPERTY, for the sole purpose of notifying the REGULATORY AGENCY of the existence of such prior Biological Master File. Any such identification shall be made solely to the CompanyREGULATORY AGENCY and shall not constitute authorization to or by MILLIPORE or any THIRD PARTY 8 *Confidential Treatment Requested. (except the REGULATORY AGENCY) to access, reference or use any such filing or any data therein or to disclose or use any confidential or proprietary information in any such filing or in any IND (or equivalent) or Biological Master File (or equivalent) or other filing submitted by ANAPTYSBIO or any AFFILIATE or SUBLICENSEE with any REGULATORY AGENCY.

Reporting Obligations. 3.5.1 As long as During any Holder shall own Registrable Securities, period in which the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant Trust is not subject to Section 13(a) 13 or 15(d) of the Securities Exchange ActAct of 1934, as amended, the Trustee, on behalf of the Trust, shall promptly furnish to holders of Call Warrants and prospective purchasers of Call Warrants designated by such holders, upon request of such holders or prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) of the Securities Act of 1933, as amended, to permit compliance with Rule 144A in connection with the resale of Call Warrants; provided, however, that the Trust shall not (a) be required to provide audited financial statements of the Trust or (b) be required to furnish Rule 144A Information in connection with any request made on or after the date that is two years from the later of (i) the date such Call Warrant (or any predecessor Call Warrant) was acquired from the Trust or (ii) the date such Call Warrant (or any predecessor Call Warrant) was last acquired from an “affiliate” of the Trust within the meaning of Rule 144. The Company further covenants Each of (i) the holder of these Call Warrants, by its acceptance hereof, and (ii) the Warrant Agent agrees that it shall take such further action as not have any Holder may reasonably request, all recourse to the extent required from time to time to enable such Holder to resell Underlying Securities. U.S. BANK TRUST NATIONAL ASSOCIATION, not in its individual capacity but solely as Trustee and Authenticating Agent By: U.S. BANK TRUST NATIONAL ASSOCIATION, as Warrant Agent By: TO: STRATS(SM) TRUST FOR AMBAC FINANCIAL GROUP, INC. SECURITIES, SERIES 2007-1 U.S. BANK TRUST NATIONAL ASSOCIATION, AS TRUSTEE 000 XXXX XXXXXX, XXXXX 0000 NEW YORK, NEW YORK 10005 ATTENTION: CORPORATE TRUST The undersigned registered holder of [__] [or otherwise dispose if different, insert the number of Registrable Securities unexercised warrants held by the undersigned] Call Warrants, hereby gives notice by registered or certified mail, return receipt requested or by a nationally recognized overnight courier, postage prepaid, and in accordance with the terms of the Call Warrants, hereby and irrevocably elects that it will exercise [__] [or if different, insert the number of unexercised warrants held by the undersigned to be exercised] Call Warrants on [ ], [20__] (the “Warrant Exercise Date”), such Holder without registration date being not less than 10 or more than 60 days prior to the date this notice is delivered to the Warrant Agent at the above address, and agrees that on or prior to the Warrant Exercise Date it will deliver payment of $[ ] therefor. In connection therewith, the undersigned hereby certifies that it is solvent as of the date hereof. (Signature must conform in all respects to name of holder as specified on the face of these Call Warrants) (Street Address) (City) (State) (Zip Code) To: STRATS(SM) Trust for Ambac Financial Group, Inc. Securities, Series 2007-1 U.S. Bank Trust National Association, as Trustee 000 Xxxx Xxxxxx, Xxxxx 0000 New York, New York 10005 Attention: Corporate Trust The undersigned registered holder of _____ [Insert the number of unexercised warrants held by the undersigned] Call Warrants, having previously given notice thereof in accordance with the terms of the Call Warrants, hereby irrevocably exercises ____ [insert the number of warrants to be exercised] Call Warrant(s) for, and purchases pursuant thereto, the Called Underlying Securities receivable upon such exercise, and herewith makes payment of $[ ] per exercised Call Warrant therefor, and requests that such Called Underlying Securities be transferred to [insert information required for transfer of Called Underlying Securities]. In connection therewith, the undersigned hereby certifies that it is solvent as of the date hereof, as required by Section I.1 of the Call Warrants. (Signature must conform in all respects to name of holder as specified on the face of Warrant) (Street Address) (City)(State)(Zip Code) U.S. Bank Trust National Association, 000 Xxxx Xxxxxx New York, New York 10005 Synthetic Fixed-Income Securities, Inc. 000 X. Xxxxxxx Xx. Charlotte, North Carolina 28288-0630 Ladies and Gentlemen: In connection with our proposed purchase of [insert number] of the Call Warrants dated _______________, issued with respect to $_______________ principal amount of 6.15% directly-issued subordinated capital securities due _______________, CUSIP _______________, (the “Call Warrants”), the investor on whose behalf the undersigned is executing this letter (the “Purchaser”) confirms that: (1) The Purchaser has received a copy of such information as the Purchaser deems necessary in order to make its investment decision and the Purchaser has been provided the opportunity to ask questions of, and receive answers from, the Trustor, concerning the terms and conditions of the Call Warrants. The Purchaser has received and understands the above, and understands that substantial risks are involved in an investment in the Call Warrants. The Purchaser represents that in making its investment decision to acquire the Call Warrants, the Purchaser has not relied on representations, warranties, opinions, projections, financial or other information or analysis, if any, supplied to it by any person, including you, the Trustor or the Trustee referred to above or any of their affiliates. The Purchaser has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of an investment in the Call Warrants, and the Purchaser is able to bear the substantial economic risks of such an investment. The Purchaser has relied upon its own tax, legal and financial advisors in connection with its decision to purchase the Call Warrants. (2) The Purchaser is (A) a “Qualified Institutional Buyer” (as defined in Rule 144A under the Securities Act within of 1933, as amended (the limitation “1933 Act”)) and (B) acquiring the Call Warrants for its own account or for the account of an investor of the exemptions provided by Rule 144 promulgated type described in clause (A) above as to which the Purchaser exercises sole investment discretion. The Purchaser is purchasing the Call Warrants for investment purposes and not with a view to, or for, the offer or sale in connection with, a public distribution or in any other manner that would violate the 1933 Act or the securities or blue sky laws of any state. (3) The Purchaser understands that the Call Warrants have not been and will not be registered under the Securities 1933 Act (or any successor rule promulgated thereafter by under the Commission), including providing any legal opinions. Upon the request securities or blue sky laws of any Holderstate, and that if it decides to resell, pledge or otherwise transfer the Company shall deliver Call Warrants, such Call Warrants may be resold, pledged or transferred without registration only to such Holder an entity that has delivered to the Trustor and the Trustee a written certification in the form of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 this letter. The legend on any Registrable Securities covered by this Agreement shall be removed if Purchaser understands that (i) such Registrable Securities are sold pursuant any transference of the Call Warrants must be to an effective Registration Statemententity that the Purchaser reasonably believes to be a Qualified Institutional Buyer that purchases (1) for its own account or (2) for the account of such a Qualified Institutional Buyer, that is, in either case, aware that the resale, pledge or transfer is being made in reliance on said Rule 144A under the 1933 Act and (ii) a Registration Statement covering it will, and each subsequent holder will be required to, notify any purchaser of the Call Warrants from it of the resale of such Registrable Securities is effective under restrictions referred to herein. (4) The Purchaser understands that the Securities Act Call Warrants will bear a legend to the following effect, unless otherwise agreed by the Trustor and the applicable holder Trustee: “THESE CALL WARRANTS HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY NOT BE TRANSFERRED, SOLD OR OTHERWISE DISPOSED OF EXCEPT WHILE A REGISTRATION UNDER SUCH ACT IS IN EFFECT OR PURSUANT TO THE EXEMPTION THEREFROM UNDER SUCH ACT PROVIDED PURSUANT TO RULE 144A THEREUNDER. THE CALL WARRANTS REPRESENTED HEREBY MAY BE TRANSFERRED ONLY IN COMPLIANCE WITH THE CONDITIONS SPECIFIED IN THESE CALL WARRANTS INCLUDING THE DELIVERY OF AN INVESTMENT LETTER IN THE FORM ATTACHED HERETO. EACH PROSPECTIVE TRANSFEREE OF THESE CALL WARRANTS SHALL BE REQUIRED TO REPRESENT THAT IT IS (A) A “QUALIFIED INSTITUTIONAL BUYER” (AS DEFINED IN RULE 144A) AND (B) ACQUIRING THE CALL WARRANT FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF AN INVESTOR OF THE TYPE DESCRIBED IN CLAUSE (A) ABOVE AS TO WHICH THE TRANSFEREE EXERCISES SOLE INVESTMENT DISCRETION.” (5) The Purchaser agrees that if at some time in the future it wishes to transfer or exchange the Call Warrants, it will not transfer or exchange the Call Warrants unless such transfer or exchange is in accordance with Section 3.2 of such Registrable Securities the Warrant Agent Agreement. The Purchaser understands that any purported transfer of the Call Warrants in contravention of any of the restrictions and conditions in the Warrant Agent Agreement, shall be void, and the broker of purported transferee in such holder each delivers to transfer shall not be recognized by the Company Trust or any other Person as a representation letter agreeing Warrant Holder. (6) The Purchaser understands that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities the Call Warrants may be sold by transferred in minimum amounts equal to $500,000 initial amount, and in increments of $1,000 in excess thereof. You and the Holder thereof free of restrictions pursuant Warrant Agent are entitled to Rule 144(b) under the Securities Act rely upon this letter and are irrevocably authorized to produce this letter or (iv) such Registrable Securities are being sold, assigned a copy hereof to any interested party in any administrative or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that legal proceeding or official inquiry with respect to clause (iii) or (iv) abovethe matters covered hereby. Very truly yours, By: Name: Title: Registration Information: [To be executed only upon transfer of these Call Warrants] For value received, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable undersigned registered holder of Registrable Securities covered by this Agreement to effect removal these Call Warrants hereby sells, assigns and transfers unto ______ [insert number] of the legend Call Warrants to purchase Underlying Securities to which these Call Warrants relate, and appoints an Attorney to make such transfer on the books of the Warrant Agent maintained for such shares pursuant purpose, with full power of substitution in the premises. (Signature must conform in all respects to this subsection 3.5.2 name of holder as soon as reasonably practicable after delivery specified on the face of notice from such Holder that these Call Warrants) (Street Address) (City State) (Zip Code) Signed in the conditions to removal are satisfied (together with any documentation required presence of: The assessment of compliance to be delivered by such Holder pursuant the Trustee, as applicable, shall address, at a minimum, the criteria identified below as applicable to the immediately preceding sentence). The Company shall bear all direct costs Trustee: 1122(d)(1)(i) Policies and expenses associated procedures are instituted to monitor any performance or other triggers and events of default in accordance with the removal transaction agreements. 1122(d)(1)(ii) If any material servicing activities are outsourced to third parties, policies and procedures are instituted to monitor the third party’s performance and compliance with such servicing activities. X 1122(d)(1)(iii) Any requirements in the transaction agreements to maintain a back-up servicer for the pool assets are maintained. 1122(d)(1)(iv) A fidelity bond and errors and omissions policy is in effect on the party participating in the servicing function throughout the reporting period in the amount of coverage required by and otherwise in accordance with the terms of the transaction agreements. X 1122(d)(2)(i) Payments on pool assets are deposited into the appropriate custodial bank accounts and related bank clearing accounts no more than two business days following receipt, or such other number of days specified in the transaction agreements. X 1122(d)(2)(ii) Disbursements made via wire transfer on behalf of an obligor or to an investor are made only by authorized personnel. X 1122(d)(2)(iii) Advances of funds or guarantees regarding collections, cash flows or distributions, and any interest or other fees charged for such advances, are made, reviewed and approved as specified in the transaction agreements. 1122(d)(2)(iv) The related accounts for the transaction, such as cash reserve accounts or accounts established as a legend pursuant to this subsection 3.5.2; providedform of overcollateralization, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder are separately maintained (e.g., with respect to delivering commingling of cash) as set forth in the legal opinion to the Company.transaction agreements. X

Reporting Obligations. 3.5.1 As long as During any Holder shall own Registrable Securities, period in which the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant Trust is not subject to Section 13(a) 13 or 15(d) of the Securities Exchange Act. The Company further covenants that it Act of 1934, as amended, the Trustee, on behalf of the Trust, shall take such further action as any Holder may reasonably request, all promptly furnish to the extent required from time to time to enable such Holder to resell or otherwise dispose holders of Registrable Securities held Call Warrants and prospective purchasers of Call Warrants designated by such Holder without registration under holders, upon request of such holders or prospective purchasers, the information required to be delivered pursuant to Rule 144A(d)(4) of the Securities Act within of 1933, as amended, to permit compliance with Rule 144A in connection with the limitation resale of Call Warrants; provided, however, that the Trust shall not (a) be required to provide audited financial statements of the exemptions provided by Trust or (b) be required to furnish Rule 144 promulgated under 144A Information in connection with any request made on or after the Securities Act date that is two years from the later of (i) the date such Call Warrant (or any successor rule promulgated thereafter by predecessor Call Warrant) was acquired from the Commission), including providing any legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, Trust or (ii) a Registration Statement covering the resale date such Call Warrant (or any predecessor Call Warrant) was last acquired from an “affiliate” of such Registrable Securities the Trust within the meaning of Rule 144. The Trustor shall advise and reasonably cooperate with the Trustee as to what information, if any, is effective required by Rule 144A(d)(4) under the Securities Act and the applicable Trustee shall be entitled to rely on such advice of the Trustor. Each of (i) the holder of such Registrable Securities this Call Warrant, by its acceptance hereof, and (ii) the broker of such holder each delivers Warrant Agent agrees, that it shall not have any recourse to the Company Underlying Securities or against the Trust. [U.S. BANK NATIONAL ASSOCIATION], not in its individual capacity but solely as Trustee and Authenticating Agent for the [____] Trust [______] By: Authorized Signatory [U.S. BANK NATIONAL ASSOCIATION], as Warrant Agent By: Authorized Signatory To [_____] Trust [_____] For [____________] Debentures [U.S. Bank National Association, as Trustee 000 Xxxx Xxxxxx, Xxxxx 0000 Xxx Xxxx, Xxx Xxxx 00000 Attention: Corporate Trust] The undersigned registered holder of the within Call Warrant, having previously given notice thereof in accordance with the terms of the Call Warrant, hereby irrevocably exercises Warrant(s) for, and purchases pursuant thereto, the Underlying Securities receivable upon such exercise, and herewith makes payment of the Warrant Exercise Purchase Price for a representation letter agreeing principal amount of $1,000 of Underlying Securities per Warrant therefor, and requests that such Registrable Underlying Securities will be sold under transferred to __________ [insert information required for transfer of Underlying Securities]. In connection therewith, the undersigned hereby certifies that it is solvent as of the date hereof, as required by Section I.1 of the Call Warrant. Dated: (Signature must conform in all respects to name of holder as specified on the face of Warrant) (Street Address) (City)(State)(Zip Code) For value received, the undersigned registered holder of the within Call Warrant hereby sells, assigns and transfers unto __________ the __________ Warrant(s) [Must be whole number] to purchase Underlying Securities to which such effective Registration StatementCall Warrant relates, and appoints __________ attorney to make such transfer on the books of the Warrant Agent maintained for such purpose, with full power of substitution in the premises. Dated: (iiiSignature must conform in all respects to name of holder as specified on the face of Warrant) if Registrable Securities may be sold (Street Address) (City)(State)(Zip Code) Signed in the presence of: $_________ aggregate principal amount of [____]% Debentures, due [__________] issued by [_________________________]. Aggregate Notional Amount of I/O Certificates: $[_________] Authorized Denomination: $100,000 and integral multiples of $1,000 in excess thereof Rating: [_____] Rating Agency: Standard & Poor’s Ratings Services, a division of The XxXxxx-Xxxx Companies, Inc. Closing Date: [_____________] Distribution Dates for the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act I/O Certificates: As applicable, any Scheduled Distribution Date or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with any Special Distribution Date. Interest Rate: [___]% per annum I/O Maturity Date: [___________] Record Date: With respect to clause (iii) or (iv) aboveany Distribution Date, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the Business Day immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the CompanyDistribution Date.

Reporting Obligations. 3.5.1 As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Section Sections 13(a) or 15(d) of the Exchange ActAct and to promptly furnish the Holders with true and complete copies of all such filings; provided that any documents publicly filed or furnished with the Commission pursuant to XXXXX shall be deemed to have been furnished or delivered to the Holders pursuant to this Section 3.05. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to resell or otherwise dispose of Registrable Securities sell Ordinary Shares held by such Holder without registration Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter then in effect). In connection with a sale or transfer of Registrable Securities exempt from Section 5 of the Securities Act or through any broker-dealer transactions described in the plan of distribution set forth within the Prospectus and pursuant to the Registration Statement of which such Prospectus forms a part, the Company shall, subject to the receipt of any customary documentation reasonably required from the applicable Holders and/or their broker(s) in connection therewith, (a) promptly instruct its transfer agent to remove any restrictive legends applicable to the Registrable Securities being sold or transferred and (b) to the extent required by the Commissiontransfer agent deliver the necessary legal opinions or instruction letters, as applicable, to the transfer agent in connection with the instruction under subclause (a). Following such time as Rule 144 is available, with a view to making available to the Holders the benefits of Rule 144 promulgated under the Securities Act, the Company covenants that it will (a) make available information necessary to comply with Rule 144, if available with respect to resales of the Registrable Securities under the Securities Act, at all times, and (b) take such further action as the Holders may reasonably request, all to the extent required from time to time to enable such Holders to sell Registrable Securities without Registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (if available with respect to resales of the Registrable Securities), including providing any legal opinionsas such rule may be amended from time to time. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements. 3.5.2 The legend on any Registrable Securities covered by this Agreement shall be removed if (i) such Registrable Securities are sold pursuant to an effective Registration Statement, (ii) a Registration Statement covering the resale of such Registrable Securities is effective under the Securities Act and the applicable holder of such Registrable Securities and the broker of such holder each delivers to the Company a representation letter agreeing that such Registrable Securities will be sold under such effective Registration Statement, (iii) if Registrable Securities may be sold by the Holder thereof free of restrictions pursuant to Rule 144(b) under the Securities Act or (iv) such Registrable Securities are being sold, assigned or otherwise transferred pursuant to Rule 144 under the Securities Act; provided, that with respect to clause (iii) or (iv) above, the Holder of such Registrable Securities has provided all necessary documentation and evidence (which may include an opinion of counsel) as may reasonably be required by the Company to confirm that the legend may be removed under applicable securities law. The Company shall cooperate with the applicable holder of Registrable Securities covered by this Agreement to effect removal of the legend on such shares pursuant to this subsection 3.5.2 as soon as reasonably practicable after delivery of notice from such Holder that the conditions to removal are satisfied (together with any documentation required to be delivered by such Holder pursuant to the immediately preceding sentence). The Company shall bear all direct costs and expenses associated with the removal of a legend pursuant to this subsection 3.5.2; provided, that the applicable Holder shall be responsible for all legal fees and expenses of counsel incurred by such holder with respect to delivering the legal opinion to the Company.