Common use of REPRESENTATIONS AND WARRANTIES OF COMPANY Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on (and as of the Premium Payment Date and, agrees with Dealer in the case of Section 5(g)(ii)) on the representations in Section 9(d), at all times until termination of the Transaction, date hereof that: (a) Company it has all necessary corporate the power to execute this Agreement and authority any other documentation relating to executethis Agreement to which it is a party, to deliver this Agreement and to perform its obligations in respect of the Transaction; under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been duly authorized obtained by it with respect to this Agreement have been obtained and are in full force and effect and all necessary corporate action on Company’s part; and conditions of any such consents have been complied with; (d) its obligations under this Confirmation has been duly and validly executed and delivered by Company and constitutes Agreement constitute its legal, valid and binding obligationobligations, enforceable against Company in accordance with its terms, their respective terms (subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws affecting creditors’ rights and remedies generally, generally and subject, as to enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing general application (regardless of whether enforcement is sought in a proceeding in equity or at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.law)); (be) Neither it is not in possession of any material nonpublic information regarding Company or the execution and delivery of Shares; (f) it is not entering into this Confirmation nor Agreement to create actual or apparent trading activity in the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws Shares (or any equivalent documentssecurity convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of Company, the Shares (or any applicable law security convertible into or regulation, exchangeable for the Shares) or any order, writ, injunction or decree otherwise in violation of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Exchange Act of 19331934, as amended (the “Securities Exchange Act”) or state securities laws.); and (d) A number of Shares equal to the Maximum Number of Shares (as defined belowg) (the “Warrant Shares”i) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company it is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, engaged in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Companya distribution, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined used in Regulation M under Section 101(32) the Exchange Act (“Regulation M”), of the U.S. Bankruptcy Code Shares or any securities deemed “reference securities” (Title 11 of as defined in Regulation M) with respect to the United States CodeShares and (ii) (it shall not engage in any such distribution during the “Bankruptcy Code”))period commencing on the date hereof and ending on the second Exchange Business Day immediately following the Hedge Unwind Date with respect to the Shares or such reference securities.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Each of the representations and warranties of Company set forth in Section 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of April 30, 2015, among Company and X.X. Xxxxxx Securities LLC and Xxxxxxxxx LLC, as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company and each of its affiliates is not, on the date hereof, in possession aware (as interpreted under applicable securities laws) of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares (not including laws, rules, regulations or regulatory orders of any jurisdiction that are applicable solely as a result of Dealer’s and/or its affiliates’ activities, assets or businesses, other than Dealer’s activities in respect of the Transaction) would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to Shares in connection with the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealerTransaction. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the this Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of (i) the certificate of incorporation or by-laws (or any equivalent documents) of Company, or (ii) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (iii) any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, which, in the case of clauses (ii) and (iii), would have a material adverse effect on this Transaction or Dealer’s rights or obligations relating to this Transaction. (c) No To Company’s knowledge, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”), on any form 8-K, 10-Q or 10-K that we are required to file under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or state securities laws. (di) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The , and (ii) the Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, and will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(12)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To Shares and all reports and other documents filed by Company with the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable Securities and Exchange Commission pursuant to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) Exchange Act when considered as a result whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents) do not contain any untrue statement of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer a material fact or any omission of its affiliates solely as a result of it material fact required to be stated therein or any of such affiliates being a financial institutionnecessary to make the statements therein, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value light of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined circumstances in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Companywhich they were made, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))misleading.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereofhereof (and any date on which this representation and warranty is required to be repeated, as applicable), in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company’s actual knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i. Company will notify Dealer if the immediately preceding statement contained in this Section 8(i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar lawceases to be true. (j) Prior to the Trade Date, Company shall deliver to Dealer a resolution of Company’s board of directors authorizing the Transaction and such other certificate or certificates as Dealer shall reasonably request. Based on such resolutions, neither Dealer nor any of its affiliates shall be subject to the restrictions under Section 203 of the Delaware General Corporation Law as an “interested stockholder” of Company by virtue of (A) its role as initial purchaser of, or market-maker in, Company’s convertible senior notes due 2024, (B) its entry into the Transaction and/or (C) any hedging transactions in Company’s securities in connection with the Transaction. (k) Without limiting the generality of Section 13.1 of the Equity Definitions, Company acknowledges that neither Dealer nor any of its affiliates is making any representations or warranties or taking any position or expressing any view with respect to the treatment of the Transaction under any accounting standards including ASC Topic 260, Earnings Per Share, ASC Topic 815, Derivatives and Hedging, or ASC Topic 480, Distinguishing Liabilities from Equity and ASC 815-40, Derivatives and Hedging – Contracts in Entity’s Own Equity (or any successor issue statements). (l) On and immediately after the Trade Date and the Premium Payment Date, Date (A) the value of the total assets of Company is greater than at their fair valuation exceed the sum liabilities of the total liabilities (Company, including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, Company and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (Dm) Company will be able to continue understands that notwithstanding any other relationship between Company and Dealer and its affiliates, in connection with this Transaction and any other over-the-counter derivative transactions between Company and Dealer or its affiliates, Dealer or its affiliates is acting as principal and is not a going concern and fiduciary or advisor in respect of any such transaction, including any entry, exercise, amendment, unwind or termination thereof. (En) Company is shall not “insolvent” take any action to decrease the number of Available Shares (as such term is defined under Section 101(32below) below the Maximum Number of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))Shares.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not andand , after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended. (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws by‑laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectbound, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company’s actual knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares Shares, other than Ohio Rev. Code §1701.831 and Ohio Rev. Code Chapter 1704, would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to which Company or Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as updated by any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectsubsequent filings, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights, in each case, except to the extent that such preemptive or similar rights would not reasonably be expected to have an adverse effect on the Transaction or Dealer’s rights or obligations relating to the Transaction, as determined by the Calculation Agent. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer.[Reserved] (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to which Company or Company’s Annual Report on Form 10-K for the year ended December 31, 2019, as updated by any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectsubsequent filings, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No To Company’s knowledge, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of common equity securities of U.S. domestic issuers listed on the Exchange by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution or broker-dealer. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights, in each case, except to the extent that such preemptive or similar rights would not reasonably be expected to have an adverse effect on the Transaction or Dealer’s rights or obligations relating to the Transaction, as determined by the Calculation Agent. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer.[Reserved] (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereofHolder that, on and as of the Premium Payment Date anddate of this Agreement: 3.1. The Company is a corporation duly organized, validly existing and in good standing under the case laws of the representations in Section 9(d), at all times until termination State of the Transaction, that: (a) Company Nevada and has all necessary requisite corporate power and authority to execute, deliver carry on its business as now conducted and perform its obligations as proposed to be conducted. The Company is duly qualified to transact business and is in respect good standing in each jurisdiction in which the failure to so qualify would have a material adverse effect on the business or properties of the Transaction; such execution, delivery Company and performance its subsidiaries taken as a whole. 3.2. This Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly authorized by the Company. This Agreement has been duly executed and delivered by the Company and constitutes its is a valid and binding obligation, agreement of the Company enforceable against Company in accordance with its terms, subject as to applicable enforceability to general principles of equity and to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the 3.3. The execution and delivery of this Confirmation nor Agreement by the incurrence or performance Company, and the consummation by the Company of obligations of Company hereunder the other transactions contemplated by this Agreement do not and will not conflict with or result in a breach by the Company of any of the certificate terms or provisions of, or constitute a default under (i) the articles of incorporation or by-laws (or any equivalent documents) of the Company, or (ii) any applicable law or regulationindenture, mortgage, deed of trust, or any order, writ, injunction or decree of any court or governmental authority or agency, or any other material agreement or instrument to which the Company or any of its subsidiaries is a party or by which it or any of its properties or assets are bound, (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment, or (iv) any order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over the Company or any of its subsidiaries is bound properties or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmationassets, except such as conflict, breach or default which would not have been obtained a material adverse effect on the transactions contemplated herein. The Company is not in violation of any material laws, governmental orders, rules, regulations or made and ordinances to which its property, real, personal, mixed, tangible or intangible, or its businesses related to such as may be required under the Securities Act of 1933properties, as amended (the “Securities Act”) or state securities lawsare subject. (d) 3.4. No authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market is required to be obtained by the Company for the exchange of the Series A number of Shares equal to Preferred Stock for the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise Series H Preferred Stock as contemplated by the terms of the Warrants following the exercise of the Warrants this Agreement, except such authorizations, approvals and consents that have been obtained. The Series H Preferred Stock, when issued, sold and delivered in accordance with the terms and conditions of hereof for the Warrantsconsideration expressed herein, will be validly issued, fully-and, based in part upon the representations of Holder in this Agreement, will be issued in compliance with all applicable U.S. federal and state securities laws. 3.5. The Series H Preferred Stock have been properly and validly issued and are fully paid and non-assessable. 3.6. Without the prior written consent of Holder, and the issuance of the Warrant Shares Company will not be subject authorize or issue any shares of Series H Preferred Stock to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealerentity other than Holder. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Counterparty’s Annual Report on Form 10-K for the year ended December 31, 2016, as updated by any subsequent filings to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company’s actual knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (ij) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (jk) On Each party acknowledges and immediately after agrees to be bound by the Trade Date and the Premium Payment Date, (A) the value Conduct Rules of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined Financial Industry Regulatory Authority applicable to transactions in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Companyoptions, and Company’s entry into further agrees not to violate the Transaction will not impair its capital, (C) Company has the ability to pay its debts position and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))exercise limits set forth therein.

REPRESENTATIONS AND WARRANTIES OF COMPANY. (a) Company hereby represents and warrants to Dealer on the date hereofBank, on and as of the Premium Payment Effective Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, and each Closing Date that: (a1) Company is a corporation, duly organized and validly existing in good standing under the laws of the State of Delaware, and has all necessary corporate full power and authority to execute, deliver deliver, and perform its obligations in respect of under this Agreement; the Transaction; such execution, delivery delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on Company’s part; authorized, and this Confirmation has been duly are not in conflict with and validly executed and delivered by do not violate the terms of the articles or bylaws of Company and will not result in a material breach of or constitute a default under or require any consent under any indenture, loan, or agreement to which Company is a party; (2) All approvals, authorizations, consents, and other actions by, notices to, and filings with any Person required to be obtained for the execution, delivery, and performance of this Agreement by Company, have been obtained; (3) This Agreement constitutes its valid a legal, valid, and binding obligationobligation of Company, enforceable against Company in accordance with its terms, subject to except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, or other similar laws affecting now or hereafter in effect, which may affect the enforcement of creditors’ rights and remedies generallyin general, and subject, (ii) as to enforceability, to such enforceability may be limited by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought considered in a proceeding suit at law or in equity); (4) There are no proceedings or investigations pending or, to the best knowledge of Company, threatened against Company (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Company pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Company, would materially and except adversely affect the performance by Company of its obligations under this Agreement, (iv) seeking any determination or ruling that rights would materially and adversely affect the validity or enforceability of this Agreement or (v) that would have a materially adverse financial effect on Company or its operations if resolved adversely to indemnification it; (5) Company is not Insolvent; and (6) The execution, delivery and contribution hereunder may be limited performance of this Agreement by federal or state securities laws or public policy relating theretoCompany comply with Applicable Laws. (b) Neither The representations and warranties set forth in this Section 5 shall survive the execution sale, transfer and delivery assignment of the Loan Accounts to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 5(a)(4), shall be made continuously throughout the term of this Confirmation nor Agreement. In the incurrence event that any investigation or performance of obligations of Company hereunder will conflict with or result in a breach proceeding of the certificate of incorporation nature described in subsection 5(a)(4) is instituted or by-laws (or any equivalent documents) of threatened against Company, Company shall promptly notify Bank of such pending or any applicable law threatened investigation or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or proceeding (unless prohibited from doing so by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company Applicable Laws or the Shares. (g) To the knowledge direction of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)Regulatory Authority).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereofVertex, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the TransactionEffective Date, that: (a) Company it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) it (i) has all necessary corporate the requisite power and authority and the legal right to execute, deliver enter into this Agreement and to perform its obligations in respect hereunder, including the right to grant a sublicense to Vertex under the Licensed Technology pursuant to the Company In-License Agreements existing as of the Transaction; such executionEffective Date, delivery and performance have been duly authorized by (ii) has taken all necessary corporate requisite action on Company’s part; its part to authorize the execution and delivery of this Confirmation Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly and validly executed and delivered by Company on behalf of Company, and constitutes its a legal, valid and binding obligation, enforceable against Company it in accordance with its termsthe terms hereof; (d) the execution, subject to applicable bankruptcydelivery and performance of this Agreement by Company will not constitute a default under or conflict with any agreement (including any Company In-License Agreement existing as of the Effective Date), insolvencyinstrument or understanding, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceabilityoral or written, to general principles of equitywhich it is a party or by which it is bound, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at or violate any law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal regulation of any court, governmental body or state securities laws administrative or public policy relating thereto.other agency having jurisdiction over it; (be) Neither it has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it in connection with the execution and delivery of this Confirmation nor Agreement; (f) the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach Licensed Technology constitutes all of the certificate Patents and Know-How owned by or licensed to Company or its Affiliates that are necessary or useful to Research, Develop, Manufacture or Commercialize Capsids and Products in the Field, and as of incorporation the Effective Date, Company has provided to Vertex all material information and data concerning the Licensed Technology; (g) Company is the exclusive licensee or by-laws sublicensee of the Licensed Technology within the Field, all of which are free and clear of any liens, charges and encumbrances, and, as of the Effective Date, neither any license granted by Company or its Affiliates to any Third Party, nor any agreement between any Third Party and Company or its Affiliates conflicts with the license grants to Vertex hereunder and Company is entitled to grant all rights and licenses (or sublicenses, as the case may be) under the Licensed Technology within the Field that it purports to grant to Vertex under this Agreement; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (h) (i) Company Controls the AAV [***] Capsids to the extent necessary to grant the licenses to Vertex hereunder for the diagnosis, treatment or prevention of DMD, DM1, Cystic Fibrosis and [***], and the Ancestral Libraries for the diagnosis, treatment or prevention of Cystic Fibrosis, DM1 and [***], and (ii) neither Company nor Lonza nor MEE has granted any equivalent documents) of Companyright or license, or option to acquire any applicable law right or regulationlicense, to the Third Party Optionee under the AAV [***] Capsids for the diagnosis, treatment or prevention of DMD, DM1, Cystic Fibrosis or [***]; (i) Schedule 1.94 sets forth a true, correct and complete list of all Licensed Patents as of the Effective Date and indicates whether each such Patent is owned by Company or licensed by Company from a Third Party and if so, identifies the licensor or sublicensor from which the Patent is licensed; (j) the Licensed Know-How is free and clear of liens, charges or encumbrances other than licenses granted to Third Parties that are not inconsistent with the rights and licenses granted to Vertex hereunder; (k) to its Knowledge, the Licensed Patents, are, or, upon issuance, will be, valid and enforceable patents and no Third Party (i) is infringing any such Patents or (ii) has challenged the extent, validity or enforceability of such Patents (including by way of example through the institution or written threat of institution of interference, nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any orderanalogous foreign Governmental Authority); (l) to its Knowledge, writ[***] with respect to any such Patents for which it controls Prosecution and Maintenance; (m) it has obtained assignments from the inventors of all inventorship rights relating to the Licensed Patents, injunction or decree and all such assignments of any court or governmental authority or agencyinventorship rights relating to such Patents are valid and enforceable; (n) except for the Company In-License Agreements, or any agreement or instrument to which there are no agreements between Company or any of its subsidiaries is a party or by which Company or Affiliates and any of its subsidiaries is bound or Third Party pursuant to which Company or its Affiliate has acquired Control of any of the Licensed Technology, and no Third Party has any right, title or interest in or to, or any license under, any of the Licensed Technology within the Field. All Company In-License Agreements are in full force and effect and have not been modified or amended. Neither Company nor its Affiliates nor, to the best of its Knowledge, the Third Party licensor in an Company In-License Agreement is in default with respect to a material obligation under such Company In-License Agreement in connection with this Agreement, and neither such party has claimed or has grounds upon which to claim that the other party is in default with respect to a material obligation under, any Company In-License Agreement in connection with this Agreement; (o) this Agreement [***]; [***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. (p) Company and its Affiliates have [***]; (q) no Licensed Technology is subject to any funding agreement with any government or governmental agency; (r) to its Knowledge, [***]; (s) there are no judgments or settlements against or owed by Company or its Affiliates or, to its Knowledge, pending or threatened claims or litigation, in either case relating to the Licensed Technology; (t) there is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the best of its Knowledge, threatened against Company, any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body Affiliates or any court is required Third Party, in each case in connection with the execution, delivery Licensed Technology or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal relating to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.by this Agreement; and (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (Cu) Company has not employed (and, to the ability best of its Knowledge, has not used a contractor or consultant that has employed) any Person debarred by the FDA (or subject to pay its debts and obligations as such debts mature and does not intend toa similar sanction of EMA or foreign equivalent), or does not believe any Person that it willis the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))in any capacity in connection with this Agreement.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereofConsultant, on and covenants with Consultant, as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, thatfollows: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been is duly and validly executed organized and delivered by Company is validly existing and constitutes its valid and binding obligationin good standing under the laws of the State of Nevada, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generallyUSA, and subject, as is duly qualified to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought conduct business in a proceeding at law or each jurisdiction in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.which it engages in business; (b) Neither the execution Company has all requisite power and delivery authority, and all necessary authorizations, approvals, licenses and orders required to enter into this Agreement and to be bound by its terms. The consummation of this Confirmation nor the incurrence or performance of obligations of Company hereunder such transactions will conflict with or not result in a the breach of the certificate of incorporation any terms, conditions or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectprovisions of, or constitute a default under, or result in the creation of any lien underindenture, any such agreement or instrument.other instrument to which it is a party or to which it may be bound; (c) No consentThere are no pending suits, approvalactions, authorizationinvestigations or proceedings of any kind, or order ofcurrent judgments, which might, individually or filing within the aggregate, any governmental agency materially affect the Company, its financial status or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws.ability to carry on its business purpose; (d) A number of Shares equal In connection with the Consultant’s engagement, the Company will furnish Consultant with any information concerning the Company that Consultant deems reasonable and appropriate and will provide Consultant with access to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and’s officers, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) directors, accountants, counsel and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessableother advisors, and the issuance Company represents and warrants to Consultant that all such information concerning the Company shall be true, complete, and accurate in all material respects and will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the Warrant Shares circumstances existing on the dates such information is provided, not misleading, and the Company acknowledges and agrees that Consultant will not be subject to using and relying upon such information supplied by the Company and its officers, agent and others and upon any preemptive other publicly available information concerning the Company without any independent investigation or similar rights.verification thereof or independent appraisal by Consultant of the Company or its business, properties or other assets; (e) Company is not and, after consummation shall comply with all applicable provisions of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in United States federal and state securities laws and the Investment Company Act securities laws and rules of 1940, as amended.all applicable Canadian securities regulatory authorities and the Toronto Stock Exchange and the Canadian National Stock Exchange; (f) Company is notTo provide to the Consultant, on a timely basis, and as soon as available, all financial statements, press releases, material change reports, quarterly reports of the date hereofCompany and such other disclosure information and data as shall truly, in possession fully and accurately reflect the status and position of any material non-public information with respect to Company or the Shares.Company; (g) To the knowledge of The Company, no state its Board of Directors and the geologist or local (including any non-U.S. jurisdiction’s) lawgeoscientist who is a Director, rule, regulation or regulatory order applicable to shall conscientiously discharge their responsibilities respecting the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior review and approval from any person or entity) of statements and/or materials as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer.described in paragraph 5(f); (h) The President and/or C.E.O. of the Company (A) shall conscientiously supervise and monitor the activities, materials, statements and conduct of the Consultant, to ensure full and continuing compliance with the policies of the Toronto Stock Exchange and the Canadian National Stock Exchange, recognizing that the Board of Directors is capable ultimately responsible for the activities, materials, statements and conduct of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million.Consultant; (i) The assets Company shall immediately notify the Consultant upon learning of Company do not any fact or the occurrence of any event, which would render any representation hereunder untrue or constitute “plan assets” under the Employee Retirement Income Security Act a violation of 1974, as amended, the Department of Labor Regulations promulgated thereunder any warranty or similar lawcovenant hereunder. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. (a) Company hereby represents and warrants to Dealer on the date hereofBank, on and as of the Premium Payment Effective Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, and each Closing Date that: (a1) Company is a corporation, duly organized and validly existing in good standing under the laws of the State of Delaware, and has all necessary corporate full power and authority to execute, deliver deliver, and perform its obligations in respect of under this Agreement; the Transaction; such execution, delivery delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on Company’s part; authorized, and this Confirmation has been duly are not in conflict with and validly executed and delivered by do not violate the terms of the articles or bylaws of Company and will not result in a material breach of or constitute a default under or require any consent under any indenture, loan, or agreement to which Company is a party; (2) All approvals, authorizations, consents, and other actions by, notices to, and filings with any Person required to be obtained for the execution, delivery, and performance of this Agreement by Company, have been obtained; (3) This Agreement constitutes its valid a legal, valid, and binding obligationobligation of Company, enforceable against Company in accordance with its terms, subject to except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, or other similar laws affecting now or hereafter in effect, which may affect the enforcement of creditors’ rights and remedies generallyin general, and subject, (ii) as to enforceability, to such enforceability may be limited by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought considered in a proceeding suit at law or in equity); (4) There are no proceedings or investigations pending or, to the best knowledge of Company, threatened against Company (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation of any of the transactions contemplated by Company pursuant to this Agreement, (iii) seeking any determination or ruling that, in the reasonable judgment of Company, would materially and except adversely affect the performance by Company of its obligations under this Agreement, (iv) seeking any determination or ruling that rights would materially and adversely affect the validity or enforceability of this Agreement or (v) that would have a materially adverse financial effect on Company or its operations if resolved adversely to indemnification it; (5) Company is not Insolvent; and (6) The execution, delivery and contribution hereunder may be limited performance of this Agreement by federal or state securities laws or public policy relating theretoCompany comply with Applicable Laws. (b) Neither The representations and warranties set forth in this Section 5 shall survive the execution sale, transfer and delivery assignment of the Loans and Receivables to Company pursuant to this Agreement and, with the exception of those representations and warranties contained in subsection 5(a)(4), shall be made continuously throughout the term of this Confirmation nor Agreement. In the incurrence event that any investigation or performance of obligations of Company hereunder will conflict with or result in a breach proceeding of the certificate of incorporation nature described in subsection 5(a)(4) is instituted or by-laws (or any equivalent documents) of threatened against Company, Company shall promptly notify Bank of such pending or any applicable law threatened investigation or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or proceeding (unless prohibited from doing so by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company Applicable Laws or the Shares. (g) To the knowledge direction of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)Regulatory Authority).

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Dealer on the date hereof, on and Xxxxxxx as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, thatfollows: (a) As of the date hereof, the Company has all necessary corporate power 30,000,000 shares of Common Stock authorized, of which 684,445 shares of Common Stock are issued and authority to executeoutstanding, deliver and perform its obligations in respect 2,000,000 shares of preferred stock authorized, of which no shares are issued and outstanding. All of the Transaction; such execution, delivery issued and performance have been duly authorized by all necessary corporate action on outstanding shares of the Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generallyCommon Stock are, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been all shares reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized andwill be, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants upon issuance in accordance with the terms specified in the instruments or agreements pursuant to which they are issuable, duly authorized, validly issued, fully paid and conditions nonassessable. The Conversion Shares to be issued and delivered to Xxxxxxx upon conversion of the WarrantsNotes have been duly authorized and when issued upon such conversion, will be validly issued, fully-paid and non-assessable. (b) The Company has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Company to enter into this Agreement and to carry out the transactions contemplated hereby have been properly taken, and the issuance this Agreement constitutes a legal, valid and binding obligation of the Warrant Shares will Company, enforceable in accordance with its terms and does not be subject conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any instrument, contract or other agreement to which the Company is a party. (c) None of the Company’s Articles of Incorporation, as amended, or Bylaws, or the laws of New York, contains any applicable anti-takeover provision or statute which would restrict the Company’s ability to enter into this Agreement or consummate the transactions contemplated by this Agreement or which would limit any of Xxxxxxx’x rights following consummation of the transaction contemplated by this Agreement. (d) No broker, finder or investment banker is entitled to any preemptive brokerage, finder’s or similar rightsother fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has filed with the ability to pay its debts Securities and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) Exchange Commission (the “Bankruptcy CodeCommission”))) all periodic reports, registration statements and proxy statements required to be filed by it prior to the date of this Agreement.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Each of the representations and warranties of Company set forth in Section 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of March 12, 2013, between Company and X.X. Xxxxxx Securities LLC, as representative of the Initial Purchasers party thereto (the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer (x) on the date hereofhereof (except in the case of clause (d)(ii) below), (y) on and as of the Premium Payment Date and, and (z) in the case of the representations in Section 9(d8(d), at all times following the Premium Payment Date until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (di) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (ii) The Warrant Shares have been approved for listing on the Exchange, subject to official notice of issuance. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company and each of its affiliates is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that , except as previously notified by Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealerin writing. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to which Company or Company’s Annual Report on Form 10-K for the year ended December 31, 2014, as updated by any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectsubsequent filings, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer.[Reserved] (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company represents that it is greater than the sum of the total liabilities (including contingent liabilities) and the capital (not a “financial end user” as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))12 CFR §45.2.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on (and as of the Premium Payment Date and, agrees with Dealer in the case of Section 4(g) and 4(o)) on the representations in Section 9(d), at all times until termination of the Transaction, date hereof that: (a) Company it has all necessary corporate the power to execute this Agreement and authority any other documentation relating to executethis Agreement to which it is a party, to deliver this Agreement and to perform its obligations in respect of the Transaction; under this Agreement and has taken all necessary action to authorize such execution, delivery and performance; (b) such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any material contractual restriction binding on or affecting it or any of its assets; (c) all governmental and other consents that are required to have been duly authorized obtained by it with respect to this Agreement have been obtained and are in full force and effect and all necessary corporate action on Company’s part; and conditions of any such consents have been complied with; (d) its obligations under this Confirmation has been duly and validly executed and delivered by Company and constitutes Agreement constitute its legal, valid and binding obligationobligations, enforceable against Company in accordance with its terms, their respective terms (subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws affecting creditors’ rights and remedies generally, generally and subject, as to enforceability, to general equitable principles of equity, including principles of commercial reasonableness, good faith and fair dealing general application (regardless of whether enforcement is sought in a proceeding in equity or at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.law)); (be) Neither each of it and its affiliates is not in possession of any material nonpublic information regarding Company or the execution and delivery of Shares; (f) it is not entering into this Confirmation nor Agreement to create actual or apparent trading activity in the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws Shares (or any equivalent documentssecurity convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of Companythe Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (g) neither Company nor any of its affiliates or agents shall take any action that would cause Regulation M under the Exchange Act (“Regulation M”) to be applicable to any purchases of Shares, or any applicable law or regulationsecurity for which the Shares are a reference security (as defined in Regulation M), or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which by Company or any of its subsidiaries is a party affiliated purchasers (as defined in Regulation M) during the period beginning on, and including, the first Averaging Date and ending on, and including, the final Averaging Date (the “Relevant Period”); (h) there have been no purchases of Shares in Rule 10b-18 purchases of blocks pursuant to the once-a- week block exception contained in Rule 10b-18(b)(4) by or by which for Company or any of its subsidiaries is bound or affiliated purchasers during each of the four calendar weeks preceding the first Averaging Date and during the calendar week in which the first Averaging Date occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18); (i) Company shall (i) notify Dealer prior to the opening of trading in the Shares on any day during the Relevant Period on which Company or any of its subsidiaries is subjectmakes, or constitute a default under, or result in the creation of any lien underexpects to be made, any such agreement or instrument. public announcement (cas defined in Rule 165(f) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) of any merger, acquisition, or state securities laws. similar transaction involving a recapitalization relating to Company (dother than any such transaction in which the consideration consists solely of cash and there is no valuation period), (ii) A number promptly notify Dealer following any such announcement that such announcement has been made, and (iii) promptly deliver to Dealer following the making of Shares equal to the Maximum Number of Shares any such announcement a certificate indicating (A) Company’s average daily Rule 10b-18 purchases (as defined belowin Rule 10b-18) (during the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by three full calendar months preceding the terms date of the Warrants following announcement of such transaction and (B) Company’s block purchases (as defined in Rule 10b-18) effected pursuant to paragraph (b)(4) of Rule 10b-18 during the exercise three full calendar months preceding the date of the Warrants announcement of such transaction, and Company shall promptly notify Dealer of the earlier to occur of the completion of such transaction and the completion of the vote by target shareholders; Company acknowledges that any such public announcement may result in accordance a Regulatory Disruption; accordingly, Company acknowledges that its actions in relation to any such announcement or transaction must comply with the terms standards set forth in Section 11; (j) without the prior written consent of Dealer, Company shall not, and conditions shall cause its affiliates and affiliated purchasers (each as defined in Rule 10b-18) not to, directly or indirectly (including, without limitation, by means of a cash-settled or other derivative instrument) purchase, offer to purchase, place any bid or limit order that would effect a purchase of, or commence any tender offer relating to, any Shares (or an equivalent interest, including a unit of beneficial interest in a trust or limited partnership or a depository share) or any security convertible into or exchangeable for Shares until, and including, the final Averaging Date; provided that the foregoing shall not prohibit Company from entering into or performing its obligations under any other substantially similar warrant termination agreement entered into by Company with any other counterparty dated as of the Warrantsdate hereof (each, will be validly issued, fully-paid and non-assessable, and the issuance of the an “Other Dealer Warrant Shares will not be subject to any preemptive or similar rights.Termination Agreement”); (ek) no Other Dealer Warrant Termination Agreement shall have averaging dates that are Averaging Dates under this Agreement; (l) Company is not andnot, and after consummation of giving effect to the transactions contemplated hereby, pursuant to this Agreement will not be be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.; (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hm) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-broker- dealer in writing; and (C) has total assets of at least USD 50 million.50,000,000 as of the date hereof; (in) The assets Company shall report the transactions hereunder and this Agreement on Form 8-K or as otherwise required under the Exchange Act and the rules and regulations thereunder; (o) the provisions of Sections 9.8, 9.9, 9.11 (except that the Representation and Agreement contained in Section 9.11 of the Equity Definitions shall be modified by excluding any representations therein relating to restrictions, obligations, limitations or requirements under applicable securities laws arising as a result of the fact that Company do not constitute is the Issuer of the Shares) and 9.12 of the Equity Definitions will be applicable as if this Agreement were a “plan assetsTransaction” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law.Equity Definitions and “Physical Settlement” were applicable; and (jp) On on the date hereof, and immediately after on each day during the Trade Date and the Premium Payment DateRelevant Period, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Companynot, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction or will not impair its capitalbe, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (and Company would be able to purchase a number of Shares equal to the “Bankruptcy Code”))aggregate number of Shares underlying the Warrants Transactions in compliance with the corporate laws of the jurisdiction of its incorporation.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has all necessary the corporate power and authority to execute, deliver own its properties or hold them under lease and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in respect good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Transaction; such Uniform Commercial Code as in effect in the State of Delaware) is Delaware. (b) The execution, delivery and performance by Company of this Agreement and the other Operative Documents to which Company is a party have been duly authorized by all necessary corporate action on the part of Company’s part; and this Confirmation has , do not require any stockholder approval or approval or consent of any trustee or holder of any indebtedness or obligations of Company, except such as have been duly obtained and validly executed are in full force and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generallyeffect, and subjectdo not contravene any law, as to enforceabilitygovernmental rule, to general principles of equityregulation, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law judgment or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal order binding on Company or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is contravene or result in a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectbreach of, or constitute a default under, or result in the creation of any lien Lien (other than as permitted under the Indenture) upon the property of Company under, any such material indenture, mortgage, contract or other agreement to which Company is a party or instrumentby which it or any of its properties may be bound or affected. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with Neither the execution, execution and delivery or performance by Company of this ConfirmationAgreement and the other Operative Documents to which it is a party, nor the consummation by Company of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action in respect of, the Department of Transportation, the FAA or any other federal or state governmental authority or agency, except such as for (i) the orders, permits, waivers, exemptions, authorizations and approvals of the regulatory authorities having jurisdiction over Company's operation of the Aircraft required to be obtained on or prior to the Closing Date, which orders, permits, waivers, exemptions, authorizations and approvals have been duly obtained and are, or on the Closing Date will be, in full force and effect, (ii) the filings referred to in Section 4.01(e) (iii) authorizations, consents, approvals, notices and filings required to be obtained, taken, given or made under securities or Blue Sky or similar laws of the various states and such as may foreign jurisdictions and (iv) consents, approvals, notices, registrations and other actions required to be required under obtained, given, made or taken only after the Securities Act of 1933, as amended (the “Securities Act”) or state securities lawsdate hereof. (d) A number of Shares equal This Agreement and each other Operative Document to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares which Company is a party have been duly authorized andexecuted and delivered by Company and constitute the legal, when delivered valid and binding obligations of Company enforceable against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants Company in accordance with their terms, except as the terms same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and conditions by general principles of equity and except, in the case of the WarrantsIndenture, will be validly issued, fully-paid and non-assessable, and as limited by applicable laws that may affect the issuance of remedies provided in the Warrant Shares will not be subject to any preemptive or similar rightsIndenture. (e) Except for (i) the filing for recordation pursuant to the Transportation Code of the Indenture (with the Indenture Supplement covering the Aircraft attached) and (ii) with respect to the security interests created by such documents, the filing of financing statements (and continuation statements at periodic intervals) under the Uniform Commercial Code of Delaware, no further filing or recording of any document is necessary under the laws of the United States or any state thereof as of the Closing Date in order to establish and perfect the security interest in the Aircraft created under the Indenture in favor of Loan Trustee as against Company and any third parties in any applicable jurisdiction in the United States. (f) Company is not and, after consummation an investment company or a company controlled by an investment company within the meaning of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (fg) As of the Closing Date, (i) Company has good title to the Aircraft, free and clear of Liens other than Permitted Liens, (ii) the Aircraft has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of the Indenture, (iii) the Indenture (with the Indenture Supplement covering the Aircraft attached) has been duly filed for recordation (or shall be in the process of being so duly filed for recordation) with the FAA pursuant to the Transportation Code and (iv) the Aircraft is not, on duly registered with the date hereof, FAA in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge name of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable holds all licenses, permits and franchises from the appropriate government entities necessary to authorize Company lawfully to engage in air transportation and to carry on scheduled commercial passenger service as currently conducted, except where the failure to so hold any such license, permit or franchise would not have a material adverse effect on the financial condition or operations of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 millionCompany. (i) The assets Neither Company nor any person authorized to act on its behalf has directly or indirectly offered any beneficial interest or security relating to the ownership of Company do not constitute “plan assets” the Aircraft, or any of the Equipment Notes or any other interest in or security under the Employee Retirement Income Security Indenture, for sale to, or solicited any offer to acquire any such interest or security from, or has sold any such interest or security to, any person in violation of the Securities Act of 19741933, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets No Person acting on behalf of Company is greater or will be entitled to any broker's fee, commission or finder's fee in connection with the transactions contemplated hereby, other than the sum fees and expenses payable by Company in connection with the sale of the total liabilities (including contingent liabilities) and Pass Through Certificates on the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))Closing Date.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) (i) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; (ii) such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and (iii) this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither In lieu of the representations set forth in Section 3(a)(iii) of the Agreement, neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an Exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (other than agreements or instruments filed as exhibits pursuant to Item 601(b)(10)(iii) of Regulation S-K under the Securities Act), as updated by any subsequent filings, in each case to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectbound, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer[Reserved]. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (j) Prior to the Trade Date, Company represents that Company’s board of directors has authorized the Transaction. (k) Company represents and warrants that it and any of its subsidiaries has not applied, and shall not until after the first date on which no portion of the Transaction remains outstanding following any final exercise and settlement, cancellation or early termination of the Transaction, apply, for a loan, loan guarantee, direct loan (as that term is defined in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”)) or other investment, or to receive any financial assistance or relief under any program or facility (collectively “Financial Assistance”) that (i) The assets is established under applicable law (whether in existence as of Company do not constitute “plan assets” under the Employee Retirement Income Security Trade Date or subsequently enacted, adopted or amended), including without limitation the CARES Act of 1974and the Federal Reserve Act, as amended, the Department of Labor Regulations promulgated thereunder or similar law. and (jii) On and immediately after the Trade Date and the Premium Payment Date, (A) the value requires under applicable law (or any regulation, guidance, interpretation or other pronouncement of a governmental authority with jurisdiction for such program or facility) as a condition of such Financial Assistance, that Company comply with any requirement not to, or otherwise agree, attest, certify or warrant that it has not, as of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as date specified in such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Companycondition, (B) the capital of Company is adequate to conduct the business repurchased, or will not repurchase, any equity security of Company, and Company’s entry into that it has not, as of the date specified in the condition, made a capital distribution or will make a capital distribution, or (B) where the terms of the Transaction will not impair its capital, (C) would cause Company has the ability under any circumstances to pay its debts and obligations as such debts mature and does not intend to, fail to satisfy any condition for application for or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) receipt or retention of the U.S. Bankruptcy Code Financial Assistance (Title 11 collectively “Restricted Financial Assistance”); provided, that Company may apply for Restricted Financial Assistance if Company either (x) determines based on the advice of outside counsel of national standing that the terms of the United States CodeTransaction would not cause Company to fail to satisfy any condition for application for or receipt or retention of such Financial Assistance based on the terms of the program or facility as of the date of such advice or (y) delivers to Dealer evidence or other guidance from a governmental authority with jurisdiction for such program or facility that the Transaction is permitted under such program or facility (either by specific reference to the “Bankruptcy Code”)Transaction or by general reference to transactions with the attributes of the Transaction in all relevant respects).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on Administrative Agent and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, each Lender that: (a) The representations and warranties of Company contained in Section 4 of the Credit Agreement are true and correct in all material respects (except in the case of any representation and warranty qualified by materiality, which is true and correct in all respects) as of the date hereof, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they are true and correct in all material respects (except in the case of any representation and warranty qualified by materiality, which is true and correct in all respects) as of such earlier date. (b) No Event of Default, Default or Early Amortization Event, or Servicer Default or any event that with the giving of notice of the lapse of time, or both, would constitute a Servicer Default has occurred and is continuing. (c) The Company (i) has all necessary corporate power power, authority and authority legal right to execute, (A) execute and deliver this Amendment and perform its obligations in respect (B) carry out the terms of this Amendment and the Transaction; such Credit Documents as amended hereby and (ii) has duly authorized by all necessary limited liability action the execution, delivery and performance of this Amendment and the Credit Documents as amended hereby on the terms and conditions herein and therein provided. (d) All approvals, authorizations, consents, orders, licenses or other actions of any Person or of any Governmental Authority required for the due execution and delivery of this Amendment by the Company and performance by the Company of the Credit Agreement as amended hereby have been duly authorized obtained. (e) The execution and delivery of this Amendment, the consummation of the transactions contemplated hereby and by all necessary corporate action on the Credit Documents as amended hereby and the fulfillment of the terms hereof and thereof will not (i) conflict with, result in any breach of any of the terms and provisions of, or constitute (with or without the giving of notice or lapse of time or both) a default under, the Organizational Documents or a default in any material respect under any Contractual Obligation of the Company, (ii) result in the creation or imposition of any Lien upon any of Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and properties, or (iii) violate any Requirements of Law. (f) This Amendment constitutes its a legal, valid and binding obligationobligation of the Company, enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium Debtor Relief Laws and similar laws affecting creditors’ rights and remedies generally, and subject, except as to enforceability, to such enforceability may be limited by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing equity (regardless of whether enforcement is sought considered in a proceeding suit at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities lawslaws or under Regulation (EU) No 596/2014 of the European Parliament and of the Council of 16 April 2014 on market abuse. (d) A All corporate action has been taken by the Company to duly authorize the granting of rights to acquire a number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company). The Warrant Shares have been duly authorized and, when delivered against upon application of the Par Value Payment to satisfy the payment therefor (which may include Net Share Settlement in lieu obligation of cash) the par value of the Shares and otherwise as contemplated by the terms of the Warrants Warrants, following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessablepaid, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rightsrights and the Warrant Shares shall upon issuance be accepted for listing or quotation on the Exchange. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18) (C) of the Commodity Exchange Act). (g) Company and each of its affiliates are not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the United States Securities Exchange Act of 1934, as amended, and rules promulgated thereunder, or, the reporting or registration requirements pursuant to the Dutch Corporate Income Tax Act 1969 (Wet op de vennootschapsbelasting 1969) and the Dutch General Tax Act (Algemene wet inzake rijksbelastingen), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company It is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company a party which is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue adhere to the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation Protocol”) as if it were a going concern and (E) Company is not “insolvent” party making the NFC Representation (as such term is defined under Section 101(32) of in the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)NFC Representation Protocol).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on (and as of the Premium Payment Date and, agrees with Dealer in the case of Section 7(g)(ii)) on the representations in Section 9(d), at all times until termination of the Transaction, date hereof that: (a) Company a. it has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and to perform its obligations under this Agreement and has taken all necessary corporate power action to authorize such execution, delivery and authority to execute, deliver and perform its obligations in respect of the Transaction; performance; b. such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any material contractual restriction binding on or affecting it; c. all governmental consents that are required to have been duly authorized obtained by it with respect to this Agreement have been obtained and are in full force and effect and all necessary corporate action on Company’s part; and conditions of any such consents have been complied with; d. its obligations under this Confirmation has been duly and validly executed and delivered by Company and constitutes Agreement constitute its legal, valid and binding obligationobligations, enforceable against Company in accordance with its terms, their respective terms (subject to applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, reorganizationconveyance or transfer, moratorium and or similar laws affecting creditors’ rights and remedies generally, generally and subject, as to enforceability, to general equitable principles of equitygeneral application, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding in equity or at law or in equitylaw)) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended, or state securities laws; e. it is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for the Shares) or to raise or depress or otherwise manipulate the price of the Shares (or any security convertible into or exchangeable for the Shares) or otherwise in violation of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act”) or state securities laws.); and (di) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company it is not andon the date hereof engaged in a distribution, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined used in Regulation M under the Investment Company Exchange Act of 1940(“Regulation M”), as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into (ii) it shall not, until the Transaction will not impair its capitalsecond Scheduled Trading Day immediately following the final Averaging Date, (C) Company has the ability to pay its debts and obligations as engage in any such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))distribution.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to which Company or Company’s Annual Report on Form 10-K for the fiscal year ended January 30, 2022, as updated by any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectsubsequent filings, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No To Company’s knowledge, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution or broker-dealer. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights, in each case. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares (not including laws, rules, regulations or regulatory orders of any jurisdiction that are applicable solely as a result of Dealer's and/or its affiliates’ activities, assets or businesses, other than Dealer’s activities in respect of the Transaction) would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (ij) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar lawthereunder. (jk) On [Company has received, read and immediately after understands the Trade Date OTC Options Risk Disclosure Statement and the Premium Payment Date, (A) the value a copy of the total assets most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).Standardized Options”.]1

REPRESENTATIONS AND WARRANTIES OF COMPANY. Each of the representations and warranties of Company set forth in Section 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of April 24, 2014, among Company and X.X. Xxxxxx Securities LLC, Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated and Xxxxxxx, Xxxxx & Co., as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times on and following the Premium Payment Date until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company and each of its affiliates is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On [Counterparty has received, read and immediately after understands the Trade Date OTC Options Risk Disclosure Statement and the Premium Payment Date, (A) the value a copy of the total assets most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy CodeStandardized Options”)).]

REPRESENTATIONS AND WARRANTIES OF COMPANY. Each of the representations and warranties of Company set forth in Section 1 of the Underwriting Agreement (the “Underwriting Agreement”), dated as of December 4, 2014, between Company and Guggenheim Securities, LLC, as representative of the Underwriters party thereto (the “Underwriter”), are true and correct and are hereby deemed to be repeated to Nomura as if set forth herein. Company hereby further represents and warrants to Dealer Nomura on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d‎8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company and each of its affiliates is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer Nomura or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (j) Company agrees that it (i) The assets of Company do will not constitute during the period beginning on, and including, the First Expiration Date and ending on, and including, the last Expiration Date (the “plan assets” Settlement Period”) make, or permit to be made, any public announcement (as defined in Rule 165(f) under the Employee Retirement Income Security Act Securities Act) of 1974, as amended, any Merger Transaction or potential Merger Transaction unless such public announcement is made prior to the Department of Labor Regulations promulgated thereunder opening or similar law. (j) On and immediately after the Trade Date close of the regular trading session on the Exchange for the Shares; (ii) shall promptly (but in any event prior to the next opening of the regular trading session on the Exchange) notify Nomura following any such announcement that such announcement has been made; and (iii) shall promptly (but in any event prior to the Premium Payment Date, next opening of the regular trading session on the Exchange) provide Nomura with written notice specifying (A) the value Company’s average daily Rule 10b-18 Purchases (as defined in Rule 10b-18 of the total assets of Company is greater than Exchange Act) during the sum of three full calendar months immediately preceding the total liabilities (including contingent liabilities) announcement date that were not effected through Nomura or its affiliates and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital number of Shares purchased pursuant to the proviso in Rule 10b-18(b)(4) under the Exchange Act for the three full calendar months preceding the announcement date. Such written notice shall be deemed to be a certification by Company to Nomura that such information is adequate to conduct the business of Companytrue and correct. In addition, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) shall promptly notify Nomura of the U.S. Bankruptcy Code (Title 11 earlier to occur of the United States Codecompletion of such transaction and the completion of the vote by target shareholders. “Merger Transaction” means any merger, acquisition or similar transaction involving a recapitalization as contemplated by Rule 10b-18(a)(13)(iv) (under the “Bankruptcy Code”))Exchange Act.

REPRESENTATIONS AND WARRANTIES OF COMPANY. To induce the Undersigned to subscribe hereunder, the Company does hereby represents represent as follows: A. The Company's Shares to be delivered to Subscriber will constitute, under Nevada corporate law, valid and warrants to Dealer on the date hereof, on and as legally issued Shares of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid paid, and non-assessable, and the issuance . B. The officers of the Warrant Shares will not be subject Company are duly authorized to any preemptive or similar rightsexecute this Agreement and have taken all action required by law and agreement, its charter and Bylaws, to properly and legally execute this Agreement. (e) C. The Company is not andinvolved in any pending litigation, after consummation claims or governmental investigation or proceeding not reflected in its financial statements or otherwise disclosed in writing to the Subscriber and there are no lawsuits, claims assessments, investigations, or similar matters, to the best knowledge of management, threatened or contemplated against the Company, its management or properties. D. The Company is duly organized, validly existing, and in good standing under the laws of the transactions contemplated hereby, will not be required State of Nevada; it has the corporate power to register own its property and to carry on its business as an “investment company” as such term now being conducted and is defined duly qualified to do business in the Investment Company Act of 1940, as amendedjurisdiction where so required. (f) Company is not, on the date hereof, in possession E. Pursuant to its Certificate of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974Incorporation, as amended, the Department Company is authorized to issue 50,000,000 shares of Labor Regulations promulgated thereunder Common Stock, par value $.001 per share and 10,000,000 shares Preferred Stock, par value $.001 per share. -0- shares of which are issued and outstanding, fully paid and non- assessable. The Company has no treasury stock. There are no other subscription agreements, options, warrants, or similar lawother agreements or commitments obligating the Company to issue any additional shares of its capital stock of any class, or any options or rights with respect thereto, or any securities convertible into any shares of stock of any class. No shareholder of the Company has any right of first refusal or any preemptive rights with respect to the issuance of the Company's capital stock. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) F. The Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) no subsidiaries. G. The Company is not “insolvent” (a party to any material contract either written or oral. H. The Company has in all material respects performed all obligations required to be performed by it in the past and no claim exists for default in any material respect under any agreements, leases, or other documents to which the Company was a party. I. The Company has complied in all material respects with all applicable statutes and regulations of any governmental authority having jurisdiction over it or that have been applicable to its business. J. The Company has filed in correct form all income tax returns due with respect to all prior years, and all franchise, real and personal property tax returns that are required to be filed, and has paid all taxes as shown on the said returns and all assessments received by it to the extent that such term is defined under Section 101(32) taxes and assessments have become due. The Federal Internal revenue Service has not examined any income tax returns of the U.S. Bankruptcy Code (Title 11 Company. K. No loans or other obligations are payable to officers, directors, employees, or stockholders of the United States Code) (the “Bankruptcy Code”))Company.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Each of the representations and warranties of Company set forth in Section 4 of the Purchase Agreement (the “Purchase Agreement”), dated as of December 17, 2013, between Company and Xxxxxxxxx LLC, as initial purchaser (the “Initial Purchaser”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended. (g) Company and each of its affiliates is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of CompanyNo New York, no Nevada or Delaware state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company is a corporation duly incorporated and validly existing in good standing under the laws of the State of Delaware, is a Certificated Air Carrier, is a Citizen of the United States, has all necessary the corporate power and authority to execute, deliver own its properties or hold them under lease and to enter into and perform its obligations under the Operative Documents to which it is a party and is duly qualified to do business as a foreign corporation in respect good standing in each other jurisdiction in which the failure to so qualify would have a material adverse effect on the consolidated financial condition of Company and its subsidiaries, considered as a whole, and its jurisdiction of organization (as such term is used in Article 9 of the Transaction; such Uniform Commercial Code as in effect in the State of Georgia) is Delaware. (b) The execution, delivery and performance by Company of this Agreement and the other Operative Documents to which Company is a party have been duly authorized by all necessary corporate action on the part of Company’s part; and this Confirmation has , do not require any stockholder approval or approval or consent of any trustee or holder of any indebtedness or obligations of Company, except such as have been duly obtained and validly executed are in full force and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generallyeffect, and subjectdo not contravene any law, as to enforceabilitygovernmental rule, to general principles of equityregulation, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law judgment or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal order binding on Company or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is contravene or result in a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectbreach of, or constitute a default under, or result in the creation of any lien Lien (other than as permitted under the Indenture) upon the property of Company under, any such material indenture, mortgage, contract or other agreement to which Company is a party or instrumentby which it or any of its properties may be bound or affected. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with Neither the execution, execution and delivery or performance by Company of this ConfirmationAgreement and the other Operative Documents to which it is a party, nor the consummation by Company of any of the transactions contemplated hereby or thereby, requires the authorization, consent or approval of, the giving of notice to, the filing or registration with or the taking of any other action in respect of, the Department of Transportation, the FAA or any other federal or state governmental authority or agency, except such as have been obtained or made and such as may be required for (i) the registration of the Pass Through Certificates (other than the Class D Pass Through Certificates) under the Securities Act of 1933, as amended amended, and under the securities laws of any state in which the Pass Through Certificates may be offered for sale if the laws of such state require such action, (ii) the “Securities Act”qualification of the Pass Through Trust Agreements under the Trust Indenture Act of 1939, as amended, (iii) the orders, permits, waivers, exemptions, authorizations and approvals of the regulatory authorities having jurisdiction over Company's operation of the Aircraft required to be obtained on or state securities lawsprior to the Closing Date, which orders, permits, waivers, exemptions, authorizations and approvals have been duly obtained and are, or on the Closing Date will be, in full force and effect, (iv) the filings referred to in Section 4.01(e) and (v) consents, approvals, notices, registrations and other actions required to be obtained, given, made or taken only after the date hereof. (d) A number of Shares equal This Agreement and each other Operative Document to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares which Company is a party have been duly authorized andexecuted and delivered by Company and constitute the legal, when delivered valid and binding obligations of Company enforceable against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants Company in accordance with their terms, except as the terms same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and conditions by general principles of equity and except, in the case of the WarrantsIndenture, will be validly issued, fully-paid and non-assessable, and as limited by applicable laws that may affect the issuance of remedies provided in the Warrant Shares will not be subject to any preemptive or similar rightsIndenture. (e) Except for (i) the filing for recordation pursuant to the Transportation Code of the Indenture (with the Indenture Supplement covering the Aircraft attached) and (ii) with respect to the security interests created by such documents, the filing of financing statements (and continuation statements at periodic intervals) under the Uniform Commercial Code of Georgia, no further filing or recording of any document is necessary under the laws of the United States or any state thereof as of the Closing Date in order to establish and perfect the security interest in the Aircraft created under the Indenture in favor of Loan Trustee as against Company and any third parties in any applicable jurisdiction in the United States. (f) Company is not and, after consummation an investment company or a company controlled by an investment company within the meaning of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To As of the knowledge of CompanyClosing Date, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets Company has good title to the Aircraft, free and clear of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment DateLiens other than Permitted Liens, (Aii) the value Aircraft has been duly certificated by the FAA as to type and airworthiness in accordance with the terms of the total assets Indenture, (iii) the Indenture (with the Indenture Supplement covering the Aircraft attached) has been duly filed for recordation (or shall be in the process of Company being so duly filed for recordation) with the FAA pursuant to the Transportation Code and (iv) the Aircraft is greater than duly registered with the sum of FAA in the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) name of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Each of the representations and warranties of Company set forth in Section 3 of the Purchase Agreement (the “Purchase Agreement”) dated as of October 7, 2009 among Counterparty and X.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx, Incorporated, Barclays Capital Inc. and Deutsche Bank Securities Inc., as representatives of the several Initial Purchasers party thereto, are true and correct and are hereby represents and warrants deemed to Dealer be repeated to JPMorgan on the date hereof, hereof and on and as of the Premium Payment Date and, in as if set forth herein. Company hereby further represents and warrants to JPMorgan on the case date hereof and on and as of the representations in Section 9(d), at all times until termination of the Transaction, Premium Payment Date that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the this Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number The Shares of Shares equal to Company initially issuable upon exercise of the Maximum Number of Shares (as defined below) Warrant by the net share settlement method (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants Warrant following the exercise of the Warrants Warrant in accordance with the terms and conditions of the WarrantsWarrant, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, and will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended (the “CEA”)). (g) Company and each of its affiliates is not, on the date hereof, in possession of any material non-public information with respect to Company or the SharesCompany. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, Xxxxxxxx that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such a. The execution, delivery and performance of this Amendment and the Warrant Amendment have been duly authorized by all necessary requisite corporate action on and no further consent or authorization of Company’s part; , its Board of Directors or its shareholders is required. b. This Amendment and this Confirmation has the Warrant Amendment have been duly and validly executed and delivered by Company and, when this Amendment is duly authorized, executed and constitutes its delivered by Xxxxxxxx, each will be a valid and binding obligation, agreement enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ ' rights generally and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (bc. No consent, approval, authorization or order of any court, governmental agency or other body is required for execution and delivery by Company of this Amendment or the Warrant Amendment or the performance by Company of any of its obligations hereunder or thereunder other than the approval by the SEC of the Registration Statements to be filed pursuant to Section 5(a) of the Agreement. d. Neither the execution and delivery by Company of this Confirmation Amendment or the Warrant Amendment nor the incurrence performance by Company of any of its obligations hereunder or performance of obligations of Company hereunder will conflict with or result thereunder: i) violates, conflicts with, results in a breach of, or constitutes a default (or an event which with the giving of notice or the certificate lapse of time or both would be reasonably likely to constitute a default) or creates any rights in respect of any Person under (A) the articles of incorporation or by-laws (or comparable organizational documents of Company or any equivalent documentsof its subsidiaries, (B) any decree, judgment, order, law, treaty, rule, regulation or determination of Companyany court, governmental agency or body, or arbitrator having jurisdiction over Company or any of its subsidiaries or any of their respective properties or assets, (C) the terms of any bond, debenture, indenture, credit agreement, note or any other evidence of indebtedness, or any applicable law agreement, stock option or regulationother similar plan, lease, mortgage, deed of trust or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or other instrument to which Company or any of its subsidiaries is a party or party, by which Company or any of its subsidiaries is bound bound, or to which any of the properties or assets of Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (cD) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise any "lock-up" or similar provision of any underwriting or similar agreement to which Company is a party, or (E) any rule or regulation of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect Principal Listing Exchange applicable to Company or the Shares.transactions contemplated hereby or of FINRA; or (gii) To results in the knowledge creation or imposition of Companyany lien, no state charge or local (including encumbrance upon any non-U.S. jurisdiction’s) law, rule, regulation Investment Securities or regulatory order applicable to upon any of the Shares would give rise to any reporting, consent, registration properties or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result assets of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealersubsidiaries. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as exhibits to Company’s Annual Report on Form 10-K for the year ended December 31, 2009, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance pursuant to the Transaction by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights, in each case which would have a material adverse effect on the Transaction or Dealer’s rights or obligations relating to the Transaction. (e) Company is not and, after consummation of the transactions contemplated hereby, and will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(12)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) All reports and other documents filed by Company (A) is capable of evaluating investment risks independently, both in general with the Securities and with regard Exchange Commission pursuant to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Securities Exchange Act of 19741934, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) amended (the “Bankruptcy CodeExchange Act”) when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents)), do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents ----------------------------------------- and warrants to Dealer on the date hereof, on and Master Licensee as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, thatfollows: (a) Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, has all necessary corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement and all other documents executed in respect connection herewith and to carry on its business and to own and lease its properties, as presently conducted, owned and leased. (b) There are no proceedings pending seeking to dissolve or to liquidate Company, and no action has been taken by the Board of Directors or the Transaction; shareholders of Company authorizing any such execution, delivery proceedings. (c) The persons executing this Agreement and performance all other documents executed in connection herewith on behalf of Company have been duly authorized by to perform such actions on behalf of Company. This Agreement and all necessary corporate action on Company’s part; and this Confirmation has been duly and validly other documents executed and delivered by Company and in connection herewith constitutes its valid the valid, legal and binding obligationobligations of Company and, to the best knowledge of Company, are enforceable against Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium bankruptcy laws and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (bd) Neither the execution and execution, delivery of this Confirmation nor the incurrence or performance of obligations this Agreement or any document executed in connection herewith, nor the consummation of Company hereunder the transactions contemplated therein, will conflict violate Company's Articles of Incorporation or By-laws, or constitute or create a violation of or default under, with the giving of notice, the passage of time or both, or result in a breach the creation or imposition of the certificate of incorporation any lien, security interest or by-laws encumbrance under, any contract, agreement, loan, note, mortgage, security agreement, deed to secure debt, guarantee, lease (capital or operating) or any equivalent documents) of Companyother document or instrument, or any applicable law or law, rule, regulation, ordinance, or any orderjudicial or administrative decree, writ, injunction rule or decree of any court or governmental authority or agency, or any agreement or instrument order to which Company or any of its subsidiaries is a party or by which Company it or any of its subsidiaries properties is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rightsbound. (e) Except for pending administrative actions in respect of applications for registration of the Marks, there is no arbitration, litigation or administrative proceeding pending, or to the knowledge of Company, threatened, in which Company is or may be a party, or which may affect Company or its property, which would adversely affect the ability of Company to enter into or perform its obligations under this Agreement or any other document executed in connection herewith, or have a material adverse effect on the business, prospects or finances of Company if determined adversely to Company. Company is not andthe subject of any pending bankruptcy, after consummation insolvency, receivership or similar proceeding, and is not a party to, subject to, or in default in any material respect with, any writ, injunction, decree, judgment, award, determination, direction or demand of the transactions contemplated herebyany arbitrator, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amendedcourt or governmental agency or instrumentality. (f) Company All information provided to Master Licensee regarding Company, its directors, officers and shareholders is not, on the date hereof, in possession of any material non-public information with respect to Company or the Sharestrue and correct. (g) To Company is not in default under, and no event has occurred which, with the knowledge giving of Companynotice, no state the passage of time or local (including both, would constitute or create a default under, any non-U.S. jurisdiction’s) lawdeed of trust, rulemortgage, regulation or regulatory order applicable to the Shares would give rise to any reportinglease, consentsecurity agreement, registration note, preferred stock, bond, indenture, guaranty or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities instrument issued by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealerCompany. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security owns the Marks or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability right to pay its debts and obligations as such debts mature and does not intend toown the Marks in the Territory, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of owns the U.S. Bankruptcy Code (Title 11 of System in the United States Code) (and the “Bankruptcy Code”))Territory, and has the right to license the System, including the Marks to Master Licensee for the Territory.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Each of the representations and warranties of Company set forth in Section 6 of the Placement Agency Agreement (the “Placement Agency Agreement”), dated as of May 12, 2016, between Company and X. Xxxx Capital Advisors, LLC, as Placement Agent (the “Placement Agent”), are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein; except to the extent that such representations and warranties, if not true or correct, would not have a material adverse effect on the power or ability of Company to execute and deliver this Confirmation or to perform its obligations hereunder. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities lawslaws or under the Dutch Act on Financial Supervision (Wet op het Financieel Toezicht). (d) A All corporate action has been taken by the Company to duly authorize the granting of rights to acquire a number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company). The Warrant Shares have been duly authorized and, when delivered against upon application of the Par Value Payment to satisfy the payment therefor (which may include Net Share Settlement in lieu obligation of cash) the par value of the Shares and otherwise as contemplated by the terms of the Warrants Warrants, following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessablepaid, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rightsrights and the Warrant Shares shall upon issuance be accepted for listing or quotation on the Exchange. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18) (C) of the Commodity Exchange Act). (g) Company and each of its affiliates are not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) ), except for the reporting requirements of the Exchange Act and rules promulgated thereunder, or, the reporting or registration requirements of the Dutch Corporate Income Tax Xxx 0000 (Wet op de vennootschapsbelasting 1969), in each case, as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company It is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company a party which is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue adhere to the Attachment to the ISDA 2013 EMIR NFC Representation Protocol published by ISDA on March 8, 2013 (the “NFC Representation Protocol”) as if it were a going concern and (E) Company is not “insolvent” party making the NFC Representation (as such term is defined under Section 101(32) of in the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)NFC Representation Protocol).

REPRESENTATIONS AND WARRANTIES OF COMPANY. 5.1 Company hereby represents covenants, represents, and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, Client that: (ai) Company is a company validly existing and in good standing under the laws of Gibraltar. Company has all necessary full corporate power and authority to executeown, lease and operate its property and to carry on its business as conducted and is duly qualified to transact business. (ii) Company has full corporate power and authority to enter into and deliver the Agreement and all other agreements specified in or contemplated by the Agreement to be entered into and to perform its obligations in respect hereunder and there under. The execution and delivery by Company of the Transaction; such execution, delivery Agreement and all other agreements specified in or contemplated by the Agreement to be entered into and the performance by Company of its obligations hereunder and there under have been duly authorized by all necessary corporate requisite action on Company’s its part; and this Confirmation . (iii) The Agreement has been duly and validly executed and delivered by Company and constitutes its the legal, valid and binding obligation, obligation of Company enforceable against Company it in accordance with its terms, subject . Company warranties to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except the Client that it has the rights to indemnification use and contribution hereunder may be limited by federal or state securities laws or public policy relating theretoprovide services based on the Payment Gateway. (biv) Neither the execution and delivery by Company of this Confirmation the Agreement or any of the instruments or agreements herein referred to nor the incurrence consummation by it of any of the transactions contemplated hereby or thereby nor the performance by Company of obligations the Agreement or any of the instruments or agreements herein referred to in accordance with their respective terms requires the consent, approval, order or authorization of, or registration with, or the giving of notice to any Governmental Body or any third party. (v) Neither the execution and delivery by Company hereunder of the Agreement or any of the instruments or agreements herein referred to nor the consummation by it of any of the transactions contemplated hereby or thereby nor compliance by Company with any of their respective terms and provisions will conflict with contravene any existing law of Gibraltar or regulation or any judgment, decree or order applicable to or binding upon Company or will contravene or result in a any breach of the certificate of incorporation or by-laws (or any equivalent documents) of Companyof, or constitute any applicable law or regulationdefault under, or any order, writ, injunction or decree of any court or governmental authority or agency, its organizational documents or any agreement or instrument to which Company or any of its subsidiaries it is a party or by which Company it or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default underproperties may be bound, or result in the creation of any lien under, any such agreement or instrumentLien upon property of Company. (cvi) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection Company provides the Client with the execution, delivery or performance by Company guarantees of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms security of the Warrants following the exercise of the Warrants Payment Gateway in accordance with the terms and conditions current version of the Warrants, will be validly issued, fully-paid and non-assessable, and PCI DSS. The Company acknowledges that it is responsible for the issuance security of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement Cardholder data that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institutionstored, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend toprocessed, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, transmitted within the Cardholder Data Environment (DCDE) Company will be able to continue as a going concern owned and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of managed by the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))Company.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to which Company or Company’s Annual Report on Form 10-K for the year ended December 31, 2020, as updated by any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectsubsequent filings, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No To Company’s knowledge, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution or broker-dealer. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights, in each case. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (ij) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar lawthereunder. (jk) On [Company has received, read and immediately after understands the Trade Date OTC Options Risk Disclosure Statement and the Premium Payment Date, (A) the value a copy of the total assets most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).Standardized Options”.]3

REPRESENTATIONS AND WARRANTIES OF COMPANY. Each of the representations and warranties of Company set forth in Section 3 of the Purchase Agreement (the “Purchase Agreement”) dated as of March 15, 2010 between Company and X.X. Xxxxxx Securities Inc., as representative of the Initial Purchasers party thereto, are true and correct and are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, hereof and on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the this Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in (i) a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or (ii) a material breach of any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (iii) a breach of any agreement or instrument filed as an exhibit to which Company Company’s Annual Report on Form 10-K for the year ended December 31, 2009 (as updated by any subsequent filings on or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or prior to which Company or any of its subsidiaries is subjectthe Trade Date), or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number The Shares of Shares equal to Company initially issuable upon exercise of the Maximum Number of Shares (as defined below) Warrant by the net share settlement method (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants Warrant following the exercise of the Warrants Warrant in accordance with the terms and conditions of the WarrantsWarrant, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, and will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(12) of the Commodity Exchange Act, as amended). (g) Company and each of its executive officers or directors are not, on the date hereof, in possession of any material non-public information with respect to Company or the SharesCompany. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Dealer on the date hereof, on and Holders as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, thatfollows: (a) Company has all necessary corporate power The Conversion Shares to be issued and authority delivered to execute, deliver and perform its obligations in respect the Holders upon conversion of the Transaction; such execution, delivery and performance Notes have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any when issued upon such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrantsconversion, will be validly issued, fully-paid and non-assessable, and the . The issuance of the Warrant Conversion Shares will not be subject exempt from registration pursuant to any preemptive Section 4(2) or similar rightsRegulation D promulgated under the Securities Act of 1933, as amended ("Securities Act") and such Conversion Shares be "restricted securities" as defined under Rule 144 promulgated under the Securities Act. (eb) The Company is not and, after consummation of has full legal power to execute and deliver this Agreement and to perform its obligations hereunder. All acts required to be taken by the Company to enter into this Agreement and to carry out the transactions contemplated herebyhereby have been properly taken, will and this Agreement constitutes a legal, valid and binding obligation of the Company, enforceable in accordance with its terms and does not be required conflict with, result in a breach or violation of or constitute (or with notice of lapse of time or both constitute) a default under any instrument, contract or other agreement to register as an “investment company” as such term which the Company or its subsidiaries is defined in the Investment Company Act of 1940, as amendeda party. (fc) Company No broker, finder or investment banker is notentitled to any brokerage, finder's or other fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the date hereof, in possession of any material non-public information with respect to Company or the SharesCompany. (gd) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable The Company has made available to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain Holders prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership execution of equity securities this Agreement true and complete copies of all quarterly, annual and current reports and other statements filed by Dealer or any it with the Commission as of the date of this Agreement. Each of such filings with the Commission (collectively, the "SEC Filings"), as of its affiliates solely as filing date did not contain any untrue statement of a result of it material fact or any of such affiliates being omit a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both material fact necessary in general and with regard order to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment make the statements contained therein not misleading in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value light of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as circumstances in which such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))statements were made.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer Investor that: (i) Company is a corporation duly organized, validly existing and in good standing under ​ ​ the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the date hereof, on and as nature of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, that: business conducted or property owned by it makes such qualification necessary; (aiii) Company has all necessary corporate power and authority to executeregistered its shares of common stock, deliver and perform its obligations in respect $0.001 par value per share (the "Common Stock"), under Section 12(g) of the TransactionSecurities Exchange Act of 1934, as amended (the "1934 Act"), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; such execution(iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly authorized by Company; (v) this Agreement, the Note, and the other Transaction Documents have been duly executed and delivered by Company and constitutes its constitute the valid and binding obligation, obligations of Company enforceable against Company in accordance with its their terms, subject as to applicable enforceability only to general principles of equity and to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing ; (regardless of whether enforcement is sought in a proceeding at law or in equityvi) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance Transaction Documents by Company and the consummation by Company of obligations of Company hereunder the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the certificate of incorporation terms or by-laws (or any equivalent documents) of Companyprovisions of, or constitute a default under (a) Company's formation documents or bylaws, each as currently in effect, (b) any applicable law or regulationindenture, mortgage, deed of trust, or any order, writ, injunction or decree of any court or governmental authority or agency, or any other material agreement or instrument to which Company or any of its subsidiaries is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock, or (c) any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of Company's properties or assets; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Note to Investor; (viii) none of Company's filings with the SEC contained, at the time they were filed, any untrue statement of a material fact or omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension; (x) Company has not consummated any financing transaction that has not been disclosed in a periodic or other filing with the SEC under the 1934 Act; (xi) Company is not, nor has it ever been, a "Shell Company," as such type of"issuer" is described in Rule 144(i)(l) under the 1933 Act or is in compliance with Rule 144(i)(2) under the 1933 Act; (xii) with respect to any commissions, placement agent or finder's fees or similar payments that will or would become due and owing by Company to any person or entity as a result of this Agreement or the transactions contemplated hereby ("Broker Fees"), any such Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or entity that is a registered investment adviser or registered broker-dealer; (xiii) Investor shall have no obligation with respect to any Broker Fees or with respect to any claims made by or on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor's employees, officers, directors, stockholders, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys' fees) and expenses suffered in respect of any such claimed or existing Broker Fees; and (xiv) neither Investor nor any of its officers, directors, members, managers, employees, agents or representatives has made any representations or warranties to Company or any of its subsidiaries is bound officers, directors, employees, agents or to which Company or any of its subsidiaries is subject, or constitute a default under, or result representatives except as expressly set forth in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized Transaction Documents and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as making its decision to enter into the transactions contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the WarrantsTransaction Documents, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not andrelying on any representation, after consummation warranty, covenant or promise of the transactions contemplated herebyInvestor or its officers, will not be required to register directors, members, managers, employees, agents or representatives other than as an “investment company” as such term is defined set forth in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).Documents. ​ ​

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of August [ ], 2019, among Company and X.X. Xxxxxx Securities LLC, Xxxxxx Xxxxxxx & Co. LLC and BofA Securities, Inc., as representatives of the Initial Purchasers party thereto (the “Initial Purchasers”), is true and correct and is hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of (i) the certificate of incorporation or by-laws (or any equivalent documents) of Company, or (ii) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (iii) any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2018, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, other than, in the case of clause (iii), any such conflict, breach, default or lien that would not have a material adverse effect on Company’s ability to perform its obligations under the Transaction. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-fully paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant,” as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended. (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (ij) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (Ck) Company has received, read and understands the ability to pay its debts OTC Options Risk Disclosure Statement provided by Dealer and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) copy of the U.S. Bankruptcy Code (Title 11 most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of the United States Code) (the “Bankruptcy CodeStandardized Options”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. 1. Company hereby represents is a corporation, validly existing and warrants to Dealer on in good standing under the date hereof, on and as laws of the Premium Payment Date and, in the case State of the representations in Section 9(d), at all times until termination of the Transaction, that: (a) Delaware. Company has all necessary full corporate power and authority to executeenter into this Agreement and to carry out the provisions of this Agreement. 2. This Agreement and all other instruments or documents to be delivered hereunder or pursuant hereto, deliver and perform its obligations in respect of the Transaction; such executiontransactions contemplated hereby, delivery and performance have been duly authorized by all necessary corporate action on proceedings of Company’s part; and this Confirmation . This Agreement has been duly and validly executed and delivered by Company and constitutes its assuming due authorization, execution and delivery by Company, this Agreement is a valid and legally binding obligation, agreement of Company enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the 3. The execution and delivery of this Confirmation nor the incurrence or performance of obligations of Agreement by Company hereunder will and the compliance by Company with all provisions of this Agreement do not conflict with or violate any applicable law, regulation or order and do not conflict with or result in a breach of or default under any of the certificate of incorporation terms or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree provisions of any court contract or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party subject or by which it or its property is bound, nor does such execution, delivery or compliance violate the Articles/Certificate of Incorporation or By-laws of Company. 4. With respect to each Receivable designated to Sub-Servicer for servicing pursuant to this Agreement, Company or any represents and warrants that, as of its subsidiaries is bound or to the date on which Company or any of its subsidiaries is subjectdesignates a Receivable for servicing by Sub-Servicer under this Agreement, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.Receivable: (ca) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required complies with all applicable federal and state laws and legal requirements; and b) was originated in connection with the execution, delivery sale of a Vehicle to a Person or performance by Company the financing or refinancing of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act a Vehicle; and c) represents a bona fide obligation of 1933, as amended (the “Securities Act”) or state securities laws.an Obligor; and (d) A number was originated and purchased from a Person in the regular course of Shares equal to the Maximum Number of Shares (as defined belowbusiness; and e) (the “Warrant Shares”) have represents a debt that has not been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessablesatisfied, and the issuance Obligor has not been released from liability on all or any portion of the Warrant Shares will Receivable; and f) is secured by a valid and perfected first priority security interest in a Vehicle titled or registered in the United States, its territories, or the District of Columbia; and g) has not be subject to any preemptive or similar rights. (e) Company been discharged in bankruptcy, and is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material otherwise legally non-public information with respect to Company or the Shares.collectable; and (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard one as to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. which (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, property which is the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Datesubject thereof has been delivered to an Obligor, (Aii) there are no exceptions, counterclaims or set-offs on the value part of such Obligor against the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Companyamounts payable, and Company’s entry into (iii) there have been no representations or warranties made to such Obligor not contained in the Transaction will not impair its capital, (C) Company has Sales Contract. The representations and warranties contained in this Article IV shall survive the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) execution of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).this Agreement

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereofVertex, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the TransactionEffective Date, that: (a) Company it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) it (i) has all necessary corporate the requisite power and authority and the legal right to execute, deliver enter into this Agreement and to perform its obligations in respect of the Transaction; such execution, delivery hereunder and performance have been duly authorized by (ii) has taken all necessary corporate requisite action on Company’s part; its part to authorize the execution and delivery of this Confirmation Agreement and the performance of its obligations hereunder; (c) it has the requisite resources and expertise to perform its obligations hereunder; (d) this Agreement has been duly and validly executed and delivered by Company on behalf of Company, and constitutes its a legal, valid and binding obligation, enforceable against Company it in accordance with its termsthe terms hereof, except to the extent that enforcement of the rights and remedies created hereby is subject to applicable (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application affecting creditors’ the rights and remedies generallyof creditors, or (ii) laws governing specific performance, injunctive relief and subjectother equitable remedies; (e) the execution, as to enforceabilitydelivery and performance of this Agreement by Company will not constitute a default under or conflict with any agreement, instrument or understanding, oral or written, to general principles which it is a party or by which it is bound, or violate any Applicable Law of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law any governmental body or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal administrative or state securities laws or public policy relating thereto.other agency having jurisdiction over it; (bf) Neither it has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it in connection with the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares.Agreement; (g) To the knowledge except for those activities set forth in Schedule 9.2(g), Company is not conducting any internal research program (i.e., research activities conducted on behalf of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer Company or its affiliates owning Affiliates and not on behalf of any Third Party) whereby Company is actively pursuing or holding (however defined) Shares; provided that Company makes no representation has committed in an approved budget or warranty regarding any such requirement that is applicable generally contract to pursue, using the ownership ETB Platform, identification, development, synthesis, manufacture or optimization of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer.[***]; (h) Company (A) is capable to Company’s Knowledge, the conduct of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) the Research Activities as contemplated by this Agreement as of the Effective Date will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. not (i) The assets constitute misappropriation of any Know-How of any Third Party or (ii) infringe any Patent of any Third Party; (i) to Company’s Knowledge, Company do not constitute “plan assets” under Controls all Patents and Know-How owned or in-licensed by Company that are necessary [***] to research, develop, manufacture, commercialize, use, keep or otherwise exploit ETBs directed against the Employee Retirement Income Security Act Initial Target as such activities are contemplated by this Agreement as of 1974, as amendedthe Effective Date (such Patents, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after “Existing Background Patents”, such Know-How, the Trade Date and “Existing Background Know-How” and, collectively, the Premium Payment Date, (A) the value “Existing Background Technology” in each case existing as of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”Effective Date)).;

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, Parent that: (a) The Company has all necessary corporate full power and authority capacity to executeexecute and deliver this Agreement. (b) This Agreement, deliver and perform its obligations in respect the grant of the Transaction; such executionOption, delivery the issuance of the Option Shares and performance the consideration to be received by the Company for the Option Shares have been duly authorized approved by all necessary corporate action on required under the Company’s part; 's Articles and this Confirmation Bylaws and by the laws of the Company's state of incorporation, and any other Applicable Laws. (c) This Agreement has been duly and validly executed and delivered by Company the Company, and constitutes its assuming due execution and delivery hereof by Parent, this Agreement is a valid and binding obligationobligation of 2 the Company, enforceable against Company in accordance with its terms, subject to applicable except as enforcement may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting creditors’ ' rights and remedies generally, and subject, as to enforceability, to general generally or by the principles governing the availability of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating theretoequitable remedies. (bd) Neither the execution and delivery of this Confirmation Agreement nor the incurrence or performance consummation of obligations of Company hereunder the transactions contemplated hereby will conflict with violate or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Companyviolation of, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, be in conflict with or constitute a default under, or result in require the creation consent of any lien underperson under any agreement, any such agreement instrument, judgment, decree, order, statute, rule or instrument. (c) governmental regulation applicable to the Company. No consent, approval, authorizationorder or authorization of, or order ofregistration, declaration or filing with, any governmental agency or body or any court authority is required in connection with the execution, execution and delivery of this Agreement by the Company or the performance by the Company of this Confirmationits obligations hereunder, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance compliance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rightsHSR Act. (e) The Company is not and, after consummation has sufficient authorized and unissued Common Stock and/or issued Common Stock held in treasury to enable it to issue the full number of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amendedOption Shares. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general The representations and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value warranties of the total assets of Company set forth in the Merger Agreement are true and correct and are incorporated herein by this reference as is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))fully set forth herein.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has 5 Company’s counsel to provide and update as necessary. ​ been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to which Company or Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as updated by any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectsubsequent filings, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No To Company’s knowledge, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution or broker-dealer. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights, in each case. (e) Company is not and, after consummation of the transactions contemplated hereby, hereby will not be be, required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares (not including laws, rules, regulations or regulatory orders of any jurisdiction that are applicable solely as a result of Dealer's and/or its affiliates’ activities, assets or businesses, other than Dealer’s activities in respect of the Transaction) would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its ​ associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (ij) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar lawthereunder. (jk) On [Company has received, read and immediately after understands the Trade Date OTC Options Risk Disclosure Statement and the Premium Payment Date, (A) the value a copy of the total assets most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).Standardized Options”.]6

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereofVertex, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the TransactionEffective Date, that: (a) Company it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization; (b) it (i) has all necessary corporate the requisite power and authority and the legal right to execute, deliver enter into this Agreement and to perform its obligations in respect of the Transaction; such execution, delivery hereunder and performance have been duly authorized by (ii) has taken all necessary corporate requisite action on Company’s part; its part to authorize the execution and delivery of this Confirmation Agreement and the performance of its obligations hereunder; (c) this Agreement has been duly and validly executed and delivered by Company on behalf of Company, and constitutes its a legal, valid and binding obligation, enforceable against Company it in accordance with its termsthe terms hereof, except to the extent that enforcement of the rights and remedies created hereby is subject to applicable (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application affecting creditors’ the rights and remedies generallyof creditors, or (ii) laws governing specific performance, injunctive relief and subjectother equitable remedies; (d) the execution, as to enforceabilitydelivery and performance of this Agreement by Company will not constitute a default under or conflict with any agreement, instrument or understanding, oral or written, to general principles which it is a party or by which it is bound, or violate any Applicable Law of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law any governmental body or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal administrative or state securities laws or public policy relating thereto.other agency having jurisdiction over it; (be) Neither it has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it in connection with the execution and delivery of this Confirmation Agreement; (f) the Company Background Technology constitutes all of the Patents and, except as expressly set forth on Schedule 9.2(f), Know-How, owned by or licensed to Company or its Affiliates that are necessary or useful to Research, Develop, Manufacture or Commercialize Collaboration Compounds and Licensed Products in the Field; (g) to Company’s Knowledge, the practice of the Degrader Platform by Company as contemplated by this Agreement will not constitute misappropriation of any Know-How of any Third Party; (h) Company is the sole and exclusive owner of all Company Background Patents and, to Company’s Knowledge, except as expressly set forth on Schedule 9.2(h), all Company Background Know-How, that exist as of the Effective Date, each of which is free and clear of any liens, charges and encumbrances (other than licenses granted to Third Parties that are not inconsistent with the options, rights and licenses (or sublicenses, as the case may be) granted to Vertex hereunder as of the Effective Date), and, as of the Effective Date, neither any license granted by Company or its Affiliates to any Third Party, nor any license granted by any Third Party to the incurrence Company or performance its Affiliates conflicts with the options, rights and licenses (or sublicenses, as the case may be) granted to Vertex hereunder as of obligations the Effective Date, and Company is entitled to grant all options, rights and licenses (or sublicenses, as the case may be) under the Company Background Patents and, to Company’s Knowledge, all Company Background Know-How, in each case, that it purports to grant to Vertex under this Agreement; (i) Schedule 1.46 sets forth a true, correct and complete list of all Company hereunder will conflict Background Patents as of the Effective Date and indicates whether such Patent is owned by Company or licensed by Company from a Third Party and if so, identifies the licensor or sublicensor from which the Patent is licensed; (j) to Company’s Knowledge, all issued Patents within the Company Background Patents are in full force and effect. To Company’s Knowledge, all Company Background Patents have been Prosecuted and Maintained from the respective patent offices in accordance with Applicable Law. Company has not received any written claims that any issued Company Background Patent is invalid or result unenforceable; (k) with respect to the Company Background Patents, Company has obtained assignments from the inventors of all inventorship rights relating to such Patents, and all such assignments of inventorship rights relating to such Patents have been properly executed and recorded in the relevant U.S. and foreign patent offices; (l) Company and its Affiliates have taken commercially reasonable measures consistent with industry practices to protect the secrecy, confidentiality and value of all Company Background Know-How that constitutes trade secrets under Applicable Law (including requiring all employees, consultants and independent contractors to execute binding and enforceable agreements requiring all such employees, consultants and independent contractors to maintain the confidentiality of such Company Background Know-How) and, to Company’s Knowledge, such Company Background Know-How has not been used, disclosed to or discovered by any Third Party except pursuant to such confidentiality agreements and to Company’s Knowledge there has not been a breach of the certificate of incorporation or by-laws by any party to such confidentiality agreements; (or m) no Company Background Technology is subject to any equivalent documents) of Company, or funding agreement with any applicable law or regulation, or any order, writ, injunction or decree of any court government or governmental authority agency; (n) there are not judgments or agency, or any agreement or instrument to which settlements against Company or any of its subsidiaries is a party Affiliates, or, to Company’s Knowledge, pending or by which Company threatened claims or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectlitigation, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required each case in connection with the execution, delivery Company Background Technology or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal relating to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended.by this Agreement; and (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (Co) Company has not employed (and, to the ability best of its Knowledge, has not used a contractor or consultant that has employed) any Person debarred by the FDA (or subject to pay its debts and obligations as such debts mature and does not intend toa similar sanction of EMA or foreign equivalent), or does not believe any Person that it willis the subject of an FDA debarment investigation or proceeding (or similar proceeding of EMA or foreign equivalent), incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))in any capacity in connection with this Agreement.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer Investor that: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the date hereof, on and as nature of the Premium Payment Date and, in the case business conducted or property owned by it makes such qualification necessary; (iii) each of the representations in Section 9(d)Transaction Documents and the transactions contemplated hereby and thereby, at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly authorized by Company; (iv) this Agreement, the Note, the Security Agreement, and the other Transaction Documents have been duly executed and delivered by Company and constitutes its constitute the valid and binding obligation, obligations of Company enforceable against Company in accordance with its their terms, subject as to applicable enforceability only to general principles of equity and to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing ; (regardless of whether enforcement is sought in a proceeding at law or in equityv) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance Transaction Documents by Company, the issuance of obligations Securities in accordance with the terms hereof, and the consummation by Company of Company hereunder the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the certificate of incorporation terms or by-laws (or any equivalent documents) of Companyprovisions of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any applicable law or regulationindenture, mortgage, deed of trust, or any order, writ, injunction or decree of any court or governmental authority or agency, or any other material agreement or instrument to which Company or any of its subsidiaries is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock, or (c) to Company’s knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of its subsidiaries is bound Company’s properties or to which Company assets; (vi) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of its subsidiaries Company is subjectrequired to be obtained by Company for the issuance of the Securities to Investor; (vii) since March 14, or constitute a default under2014, or result in none of Company’s filings with the creation of any lien underSEC contained, at the time they were filed, any such agreement untrue statement of a material fact or instrument. omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (cviii) No consentsince March 14, approval2014 and other than with respect to that certain Current Report on Form 8-K filed on April 3, authorization2014 reporting events which occurred on March 24, or order of2014, or filing withCompany has filed all reports, any governmental agency or body or any court is schedules, forms, statements and other documents required in connection to be filed by Company with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required SEC under the Securities Exchange Act of 19331934, as amended (the “Securities 1934 Act”) on a timely basis or state securities laws. (d) A number has received a valid extension of Shares equal such time of filing and has filed any such report, schedule, form, statement or other document prior to the Maximum Number expiration of Shares any such extension; (ix) Company has not been a “Shell Company,” as defined belowsuch type of “issuer” is described in Rule 144(i)(1) under the 1933 Act since March 7, 2014; (x) except with respect to fees payable to MSC-BD, LLC in connection with the Note and the transactions contemplated hereby, Company has taken no action which would give rise to any claim by any person or entity for a brokerage commission, placement agent or finder’s fees or similar payments by Investor relating to the Note or the transactions contemplated hereby; (xi) except for such fees arising as a result of any agreement or arrangement entered into by Investor without the knowledge of Company (an “Warrant SharesInvestor’s Fee”) ), Investor shall have been reserved no obligation with respect to such fees or with respect to any claims made by or on behalf of other persons for issuance by fees of a type contemplated in this subsection that may be due in connection with the transactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, Investor’s employees, officers, directors, stockholders, managers, agents, and partners, and their respective affiliates, from and against all required corporate action claims, losses, damages, costs (including the costs of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cashpreparation and attorneys’ fees) and otherwise as contemplated by the terms expenses suffered in respect of any such claimed or existing fees (other than an Investor’s Fee, if any), and (xii) when issued, each of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, Securities will be validly issued, fully-fully paid for and non-assessable, free and the issuance clear of the Warrant Shares will not be subject to any preemptive or similar rightsall liens, claims, charges and encumbrances. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and Secured Party as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, thatfollows: (a) Company is duly organized, validly existing and in good standing under the laws of the state of its formation and has all necessary corporate requisite power and authority under the laws of such state and under its organizational and charter documents to execute, deliver enter into and perform its obligations in respect of under this Agreement. (b) Company has taken all necessary legal and other action to authorize the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; of this Agreement, and this Confirmation has been duly and validly executed and delivered by Company and Agreement constitutes its the valid and binding obligationobligation and agreement of Company, enforceable against Company in accordance with its terms, subject to applicable limitations as to enforceability imposed by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, insolvency and similar other laws of general application relating to or affecting the enforceability of creditors’ ' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating theretoequitable principles. (bc) Company has not received any notice of default under any agreement or instrument to which it is a party or by which it or its assets may be bound which default would have a material adverse effect on its business, assets, property or financial or other condition, and Company is not in default under any order, judgment, award or decree of any court, arbitrator or other governmental authority binding upon or affecting it or by which any of its assets may be bound or affected. (d) Neither the execution and delivery of this Confirmation Agreement nor the incurrence compliance by Company with the terms and provisions hereof are events which of themselves, or performance with the giving of obligations notice or the passage of Company hereunder will time, or both, would constitute, on the part of the Company, a violation of or conflict with with, or result in a any breach of of, or default under, the certificate of incorporation terms, conditions or by-laws provisions of, or require any consent, permit, approval, authorization, declaration or filing which has not been made or obtained under or pursuant to, (i) any statute, law, judgment, decree, order, rule or any equivalent documents) of regulation applicable to Company, or (ii) the organizational and charter documents of Company or (iii) except as set forth in the documents listed on the Disclosure Schedules, any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any other agreement or instrument to which Company or any of its subsidiaries is a party (other than the Senior Loan had the consent of the Senior Lender not been obtained with respect hereto, such consent of Senior Lender having been so obtained contemporaneously herewith) or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectCompany, or constitute a default underits assets, are bound, or result in the creation or imposition of any lien underlien, charge or encumbrance of any nature whatsoever on any of the assets of Company, and, except as set forth in the documents listed on the Disclosure Schedules, no such agreement condition or instrumentevent of itself, or with the giving of notice or the passage of time, or both, will result in the acceleration of the due date of any obligation of Company or by which any of its assets are bound. (ce) No consentExcept as set forth on SCHEDULE 4.1(D) to the Loan Agreement, approvalthere are no judgments presently outstanding and unsatisfied against Company or any of its assets, authorization, and neither Company nor any of its assets is a party to or order of, the subject of any actions or filing with, suits or proceedings in equity or by any governmental agency authorities, and no such litigation or body proceeding has been threatened against Company or against any court of its assets, and no investigation in contemplation of such litigation or proceeding has begun or is required in connection with the execution, delivery pending or performance by Company of this Confirmation, except such as have has been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities lawsthreatened. (df) A number Company's chief executive office is at the location identified in the first paragraph of this Agreement. (g) The total authorized Equity Interests in Company consists of 450,000 Common Shares equal to the Maximum Number of beneficial interest, $.01 par value, of which 100,000 Common Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action are issued and outstanding, and 50,000 Preferred Shares of Company. The Warrant beneficial interest, of which 125 Preferred Shares have been duly authorized anddesignated as Series A Redeemable Preferred Shares, when delivered against payment therefor (of which may include Net Share Settlement in lieu of cash) 103 Series A Redeemable Preferred Shares are issued and otherwise as contemplated by outstanding. Pledgor is the terms sole record owner of the Warrants following the exercise foregoing 100,000 Common Shares. All of the Warrants such 100,000 Common Shares of beneficial interest in accordance with the terms and conditions of the Warrants, will be Company are validly issued, fully-fully paid and non-assessable. Company is the sole owner of 21,052,631 shares of Common Stock, $.01 par value, of Operating Company. All of such 21,052,631 shares of Common Stock of Operating Company are validly issued, fully paid and non-assessable. Except as set forth in the documents listed on the Disclosure Schedules, there are no outstanding or authorized options, warrants, rights, contracts, rights to subscribe, conversion rights or other agreements or commitments to which Company is a party or which are binding upon Company providing for the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession acquisition of any material non-public information with respect to Company or the SharesEquity Interest in Company. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer Investor that: (i) Company is a corporation duly organized, validly existing and in good standing under the laws of its state of incorporation and has the requisite corporate power to own its properties and to carry on its business as now being conducted; (ii) Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the date hereof, on and as nature of the Premium Payment Date andbusiness conducted or property owned by it makes such qualification necessary, in except where the case of the representations in Section 9(d), at all times until termination of the Transaction, that: failure to be so qualified would not have a material adverse effect; (aiii) Company has all necessary corporate power and authority to execute, deliver and perform registered its obligations in respect Common Stock under Section 12(g) of the TransactionSecurities Exchange Act of 1934, as amended (the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act; such execution(iv) each of the Transaction Documents and the transactions contemplated hereby and thereby, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly authorized by Company; (v) this Agreement, the Note, the Warrant, and the other Transaction Documents have been duly executed and delivered by Company and constitutes its constitute the valid and binding obligation, obligations of Company enforceable against Company in accordance with its their terms, subject as to applicable enforceability only to general principles of equity and to bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and other similar laws affecting the enforcement of creditors’ rights and remedies generally; (vi) except as has been waived by the appropriate parties or lapsed, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance Transaction Documents by Company, the issuance of obligations Securities in accordance with the terms hereof, and the consummation by Company of Company hereunder the other transactions contemplated by the Transaction Documents do not and will not conflict with or result in a breach by Company of any of the certificate of incorporation terms or by-laws (or any equivalent documents) of Companyprovisions of, or constitute a default under (a) Company’s formation documents or bylaws, each as currently in effect, (b) any applicable law or regulationindenture, mortgage, deed of trust, or any order, writ, injunction or decree of any court or governmental authority or agency, or any other material agreement or instrument to which Company or any of its subsidiaries is a party or by which it or any of its properties or assets are bound, including any listing agreement for the Common Stock, or (c) to Company’s knowledge, any existing applicable law, rule, or regulation or any applicable decree, judgment, or order of any court, United States federal or state regulatory body, administrative agency, or other governmental body having jurisdiction over Company or any of its subsidiaries is bound Company’s properties or to which Company assets; (vii) no further authorization, approval or consent of any court, governmental body, regulatory agency, self-regulatory organization, or stock exchange or market or the stockholders or any lender of its subsidiaries Company is subjectrequired to be obtained by Company for the issuance of the Securities to Investor; (viii) none of Company’s filings with the SEC since February 1, 2014 contained, at the time they were filed (other than as modified by subsequent amendments), any untrue statement of a material fact or constitute omitted to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; (ix) Company has filed all reports, schedules, forms, statements and other documents required to be filed by Company with the SEC under the 1934 Act on a default undertimely basis or has received a valid extension of such time of filing and has filed any such report, schedule, form, statement or result other document prior to the expiration of any such extension; (x) Company is not, nor has it been in the creation past three (3) years, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xi) Company has taken no action which would give rise to any claim by any person or entity for a brokerage commission, placement agent or finder’s fees or similar payments by Investor relating to the Note or the transactions contemplated hereby; (xii) except for such fees arising as a result of any lien under, any such agreement or instrument. arrangement entered into by Investor without the knowledge of Company (c) No consentan “Investor’s Fee”), approval, authorization, Investor shall have no obligation with respect to such fees or order of, with respect to any claims made by or filing with, any governmental agency or body or any court is required on behalf of other persons for fees of a type contemplated in this subsection that may be due in connection with the executiontransactions contemplated hereby and Company shall indemnify and hold harmless each of Investor, delivery Investor’s employees, officers, directors, stockholders, managers, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees) and expenses suffered in respect of any such claimed or performance by Company of this Confirmationexisting fees (other than an Investor’s Fee, except such as have been obtained or made if any), and such as may be required under (xiii) when issued, the Securities Act of 1933, as amended (Conversion Shares and the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; and (ix) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the issuance undertakings and relationships contemplated by the Transaction Documents including, among other things, the following: xxxx://xxxxxxxxx.xxxxxxxxxxxx.xxx/research/stocks/people/person.asp?personId=7505107&ticker=UAHC; SEC Civil Case No. 07-C-0347 (N.D. Ill.); SEC Civil Action No. 07-CV-347 (N.D. Ill.); and FINRA Case #2011029203701. Company, being aware of the Warrant Shares will not be subject to foregoing matters, acknowledges and agrees that such matters, or any preemptive or similar rights. (e) Company is not andmatters, after consummation of have no bearing on the transactions contemplated hereby, by the Transaction Documents and covenants and agrees it will not be required to register as an “investment company” as use any such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally defense to the ownership of equity securities by Dealer or any performance of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” obligations under the Employee Retirement Income Security Act of 1974Transaction Documents or in any attempt to avoid, as amended, the Department of Labor Regulations promulgated thereunder modify or similar lawreduce such obligations. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereofVertex, on and that as of the Premium Payment Date andEffective Date: 7.2.1. it is duly organized, validly existing and in good standing under the case laws of the representations in Section 9(d), at all times until termination jurisdiction of the Transaction, that:its incorporation or organization; 7.2.2. it (a) Company has all necessary corporate the requisite power and authority and the legal right to execute, deliver enter into this Agreement and to perform its obligations in respect of the Transaction; such execution, delivery hereunder and performance have been duly authorized by (b) has taken all necessary corporate requisite action on Company’s part; its part to authorize the execution and delivery of this Confirmation Agreement and the performance of its obligations hereunder; 7.2.3. it has the requisite resources and expertise to perform its obligations hereunder; 7.2.4. this Agreement has been duly and validly executed and delivered by Company on behalf of Company, and constitutes its a legal, valid and binding obligation, enforceable against Company it in accordance with its termsthe terms hereof; 7.2.5. the execution, subject to applicable bankruptcydelivery and performance of this Agreement by Company will not constitute a default under or conflict with any agreement, insolvencyinstrument, fraudulent conveyanceobligation or understanding, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceabilityoral or written, to general principles of equitywhich it is a party or by which it is bound, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at or violate any law or regulation of any court, governmental body or administrative or other agency having jurisdiction over it; 7.2.6. it has obtained all necessary consents, approvals and authorizations of all Governmental Authorities and other Persons or entities required to be obtained by it in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither connection with the execution and delivery of this Confirmation nor Agreement; 7.2.7. to Company’s Knowledge, the incurrence Patents and Know-How intended as of the Effective Date to be used or performance of obligations practiced by or on behalf of Company hereunder will conflict in the Research Activities under the initial Research Plan with respect to any Company Delivery System or result Company Gene Editing System are Controlled by Company and included in a breach the Licensed Technology; 7.2.8. Company is the sole and exclusive owner or exclusive licensee of the certificate Licensed Patents other than the Licensed Patents in-licensed by Company under the Existing In-License Agreement, all of incorporation which are free and clear of any liens, charges and encumbrances, and, as of the Effective Date, neither any license granted by Company or by-laws its Affiliates to any Third Party, nor any agreement between any Third Party and Company or its Affiliates, conflicts with the licenses or other rights granted to Vertex hereunder and Company is entitled to grant all rights and licenses (or any equivalent documentssublicenses, as the case may be) it purports to grant to Vertex under this Agreement; 7.2.9. Company has disclosed to Vertex in Schedule 1.118 all Licensed Patents existing as of the Effective Date; 7.2.10. to Company’s Knowledge, the Licensed Patents are subsisting and are, or, upon issuance, will be, valid and enforceable patents and no Third Party has challenged the scope, validity or enforceability of such Patents (including by way of example through the institution or written threat of institution of interference, nullity or similar invalidity proceedings before the United States Patent and Trademark Office or any applicable law analogous foreign Governmental Authority); 7.2.11. to Company’s Knowledge, no Third Party is infringing or regulationthreatening to infringe any of the Licensed Patents or misappropriating or threatening to misappropriate any Licensed Know-How; 7.2.12. it has complied with Applicable Law, including any disclosure requirements of the United States Patent and Trademark Office or any orderanalogous foreign Governmental Authority, writin connection with the Prosecution and Maintenance of the Licensed Patents and has timely paid all filing and renewal fees payable with respect to any such Patents for which it controls Prosecution and Maintenance; 7.2.13. it has obtained assignments from the inventors of all inventorship rights relating to the Licensed Patents other than the Licensed Patents in-licensed by Company under the Existing In-License Agreement, injunction or decree and all such assignments of any court or governmental authority or agencyinventorship rights relating to such Patents are valid and enforceable; 7.2.14. except for the Existing In-License Agreement, or any there is no agreement or instrument to which between Company or any of its subsidiaries is a party or by which Company or Affiliates and any of its subsidiaries is bound or Third Party pursuant to which Company or its Affiliate has acquired, in-licensed or otherwise Controls any Patents or Know-How that, to Company’s Knowledge, will be used or practiced in the Research Activities under the initial Research Plan. The Existing In-License Agreement is in full force and effect and has not been modified or amended (other than such modifications or amendments identified in Schedule 5.7.1-1). Company has provided a true and complete copy of the Existing In-License Agreement, and any amendments thereto, to Vertex. Neither Company nor its Affiliates nor, to the best of its knowledge, the Third Party licensor in the Existing In-License Agreement is in material breach of, or in default with respect to a material obligation thereunder, and neither such party has claimed or has grounds upon which to claim that the other party is in material breach of, or in default with respect to a material obligation thereunder; 7.2.15. Company and its Affiliates have taken commercially reasonable measures consistent with industry practices to protect the secrecy, confidentiality and value of all Licensed Know-How that constitutes trade secrets under Applicable Law (including requiring all employees, consultants and independent contractors to execute binding and enforceable agreements requiring all such employees, consultants and independent contractors to maintain the confidentiality of such Licensed Know-How) and, to Company’s Knowledge, such Licensed Know-How has not been used, disclosed to or discovered by any Third Party except pursuant to such confidentiality agreements and there has not been a breach by any party to such confidentiality agreements; (a) no Licensed Technology owned by Company or its Affiliates is subject to any funding agreement with any government or governmental agency and (b) to Company’s Knowledge, no other Licensed Technology is subject to any funding agreement with any government or governmental agency; 7.2.17. to Company’s Knowledge, the composition of [**] alone (individually, not in combination or part of a formulation with other components) does not and will not infringe any issued Patent of any Third Party or, if and when issued, any claim within any Patent application of any Third Party; except that no such representation or warranty is made with respect to any Patent in-licensed by Company under the Existing In-License Agreement; (a) the conception, development, and reduction to practice of the Licensed Technology have not constituted or involved the misappropriation of any trade secret of any Third Party or breach of any confidentiality obligation the Company has to a Third Party, and (b) the practice of the Licensed Know-How in the making, having made, using, selling, offering for sale, importing, exporting or other exploitation (including researching, developing, manufacturing or commercializing) by Company or Vertex (or their respective Affiliates or Sublicensees) of a Company Delivery System or Company Gene Editing System as contemplated by this Agreement does not and will not constitute a misappropriation of any trade secret of any Third Party or breach of any confidentiality obligation that Company has to Third Party; 7.2.19. there are no judgments or settlements against or owed by Company or its Affiliates or, to its knowledge, pending or threatened claims or litigation, in either case relating to the Licensed Technology or any Company Delivery System or Company Gene Editing System; 7.2.20. there is no action, claim, demand, suit, proceeding, arbitration, grievance, citation, summons, subpoena, inquiry or investigation of any nature, civil, criminal, regulatory or otherwise, in law or in equity, pending or, to the best of its knowledge, threatened against Company, any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body Affiliates or any court is required Third Party, in each case in connection with the executionLicensed Technology, delivery any Company Delivery System or performance by any Company of this ConfirmationGene Editing System, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal otherwise relating to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated herebyby this Agreement; 7.2.21. Company has not employed (and, will to the best of its knowledge, has not be required used a contractor or consultant that has employed) any Person debarred by the FDA (or subject to register as a similar sanction of EMA or foreign equivalent), or any Person that is the subject of an “investment company” as such term is defined in the Investment Company Act FDA debarment investigation or proceeding (or similar proceeding of 1940, as amended. (f) Company is not, on the date hereofEMA or foreign equivalent), in possession of any material non-public information capacity in connection with this Agreement; 7.2.22. with respect to any Licensed Technology, Company Delivery System, Company Gene Editing System or activities to be performed by Company in connection with this Agreement, Company has not taken any action directly or indirectly to unlawfully offer, promise, or pay, or authorize the Shares.offer or payment of, any money or anything of value in order to improperly or corruptly seek to influence any Government Official or any other person in order to gain an improper advantage, and has not accepted any such unlawful payment; (g) To 7.2.23. to its knowledge, except to the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) extent permissible under United States law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that neither Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or nor any of its affiliates solely as a result of it Affiliates has, on its own behalf or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations acting on behalf of any broker-dealer other Person, directly or its associated personsindirectly engaged in any transaction, unless it or has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974dealt with, as amended, the Department of Labor Regulations promulgated thereunder any country or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of Person targeted by the United States Code) (the “Bankruptcy Code”))States, Europe or other relevant economic sanctions laws in connection with any activities contemplated by this Agreement; 7.2.24. [**].

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents represents, warrants and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, thatagrees: (a) Company has all necessary corporate power the legal capacity and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and under this Confirmation Agreement. This Agreement has been duly and validly authorized, executed and delivered by Company and constitutes is its legal, valid and binding obligationagreement, enforceable against Company in accordance with its terms. Company's execution of this Agreement and the performance of its obligations hereunder do not conflict with or violate the governing documents of Company or any of its affiliates or any obligations of Company or any of its affiliates, subject to applicable bankruptcywhether arising by contract, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles operation of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating theretootherwise. (b) Neither the execution and delivery of this Confirmation nor the incurrence To its knowledge, there is not a pending or performance of obligations of Company hereunder will conflict with threatened action, suit or result in a breach of the certificate of incorporation proceeding before or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of by any court or other governmental body or regulatory authority or agency, or any agreement or instrument to which Company or any of its subsidiaries employees or affiliates is or may be a party or by which Company or any of its subsidiaries properties is bound or may be subject, and no event has occurred that might affect Company's ability to which execute, deliver and perform its obligations under this Agreement. Without limiting the foregoing, to its knowledge, none of Company and Company's employees and affiliates i. is subject to an order of the U.S. Securities and Exchange Commission (the "SEC") or any other securities regulatory authority; ii. has been convicted of its subsidiaries is subjectany felony or misdemeanor; iii. has been found by the SEC or any other securities regulatory authority to have engaged in, or constitute has been convicted of engaging in any violation of state or federal securities or the rules and regulations of any self regulatory organization; or iv. has been found liable in any civil proceeding with respect to, a default violation of any federal securities law or any securities law of any other jurisdiction, or the rules or regulations there under, or result in the creation of any lien underaiding, any abetting, counseling commanding, inducing or procuring such agreement or instrumenta violation by another person. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by any subsequent filings to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No To the Company’s knowledge, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution or broker-dealer. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, ‌ ​ ​ will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company’s actual knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares (not including laws, rules, regulations or regulatory orders of any jurisdiction that are applicable solely as a result of Dealer’s and/or its affiliates’ activities, assets or businesses, other than Dealer’s activities in respect of the Transaction) would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to Shares in connection with the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealerTransaction. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (ij) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Dealer the Lender, and acknowledges that the Lender is relying on the date hereof, on such representation and as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transactionwarranties, that: (a) Company : it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the corporate power and capacity to own its properties and assets and to carry on its business as presently carried on by it; it has the corporate power and capacity to enter into this Loan Agreement and to do all acts and things as are required or contemplated hereunder to be done, observed and performed by it; it has taken all necessary corporate power and authority action to execute, deliver and perform its obligations in respect of authorize the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor Loan Agreement; the incurrence or entering into of this Loan Agreement and the performance by the Company of its obligations of Company hereunder does not and will conflict with not contravene, breach or result in a breach any default under the articles, by-laws, constating documents or other organizational documents of the certificate of incorporation Company or by-laws (or under any equivalent documents) of Companymortgage, or any applicable law or regulationlease, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument other legally binding instrument, license, permit or law to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is properties or assets may be bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or and will not result in or permit the creation acceleration of the maturity of any lien underindebtedness, liability or obligation of the Company under any such mortgage, lease, agreement or instrument. (c) No consentother legally binding instrument of or affecting the Company; other than the authorizations, approvalconsents, approvals, filings, and notices obtained, filed and delivered to the Lender as of the date hereof or immediately thereafter, no authorization, consent or order approval of, or filing withwith or notice to, any governmental agency or body or any court Person is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated Loan Agreement by the terms Company; this Loan Agreement constitutes a legal, valid and binding obligation of the Warrants following the exercise of the Warrants Company enforceable against it in accordance with its terms; and except as previously disclosed to the terms and conditions Lender, there is no court, administrative, regulatory or similar proceeding (whether civil, quasi-criminal, or criminal); arbitration or other dispute settlement procedure; investigation or enquiry by any government body; or any similar matter or proceeding (collectively "proceedings") against or involving the Company (whether in progress or threatened) which, if determined adversely to the Company, would materially adversely affect its business, property, financial condition or prospects or its ability to perform any of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance provisions of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, this Loan Agreement; no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would event has occurred which might give rise to any reportingproceedings and there is no judgment, consentdecree, registration injunction, rule, award or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations order of any broker-dealer governmental body outstanding against the Company which has or may have a material adverse effect on its associated personsbusiness, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 millionproperty, financial condition or prospects. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. 1 Insert appropriate marketer contact information. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby further represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2012, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended. (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD $50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of (i) the certificate of incorporation or by-laws (or any equivalent documents) of Company, or (ii) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (iii) any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2022, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument, other than, in the case of clause (iii), any such conflict, breach, default or lien that would not have a material adverse effect on Company’s ability to perform its obligations under the Transaction. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-fully paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant,” as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended. (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To the knowledge of Company, no No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has received, read and understands the ability to pay its debts OTC Options Risk Disclosure Statement provided by Dealer and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) copy of the U.S. Bankruptcy Code (Title 11 most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of the United States Code) (the “Bankruptcy CodeStandardized Options”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Dealer on the date hereof, on and Adaptive as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, thatfollows: (a) the Company and each of its subsidiaries has all necessary been duly incorporated, formed or organized, is validly existing as a corporation or other legal entity in good standing under the laws of the jurisdiction of its incorporation, formation or organization, has the corporate or other power and authority to execute, deliver own its property and perform to conduct its obligations business and is duly qualified to transact business and is in respect good standing in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification; all of the Transaction; such execution, delivery and performance issued shares of capital stock or similar interests of each of the Company's subsidiaries have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly authorized and issued, are fully paid and nonassessable and are owned directly by the Company, free and clear of any security interest, lien, claim or other encumbrance; (b) no consent, approval, authorization or order of, notice to or filing or registration with any court, governmental agency or body or arbitrator having jurisdiction over the Company or any of the Company's affiliates or holders of outstanding securities of the Company is required for the execution of this Agreement or the performance of the Company's obligations hereunder; (c) none of the issuance of the Conversion Common Stock, Series A Preferred Stock or New Warrant, nor the performance of the Company's other obligations pursuant to this Agreement or the Certificate of Designations will violate, conflict with, result in a breach of, or constitute a default (or an event that, with the giving of notice or the lapse of time or both, would constitute a default) under (i) the certificate of incorporation or bylaws of the Company, (ii) any decree, judgment, order or determination of any court, governmental agency or body, or arbitrator having jurisdiction over the Company or any of the Company's properties or assets, (iii) any law, treaty, rule or regulation applicable to the Company or (iv) the terms of any bond, debenture, note or other evidence of indebtedness, or any agreement, stock option or other similar plan, indenture, lease, mortgage, deed of trust or other instrument to which the Company is a party or otherwise bound or to which any property of the Company is subject; (d) the Company has or, prior to the Closing, will have taken all corporate action required to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder; this Agreement has been duly executed and delivered by the Company and constitutes its a legal, valid and binding obligation, obligation of the Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto.; (be) Neither the execution and delivery of this Confirmation nor Company has duly authorized the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach issuance of the certificate of incorporation or by-laws (or any equivalent documents) of CompanyConversion Common Stock, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument.Series A Preferred Shares and New Warrant; (cf) No consentthe Conversion Common Stock, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made Series A Preferred Shares and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized andNew Warrant, when issued and delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the WarrantsCompany's certificate of incorporation and the Certificate of Designations, will be duly and validly issued, fully-fully paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights, and will be free and clear of any security interest, lien, claim or other encumbrance; (g) assuming the accuracy of the representations of Adaptive in Section 7, the Conversion Common Stock, the Series A Preferred Shares and the New Warrant will be issued in compliance with all applicable federal and state securities laws; (h) the sale of the Securities by the Company is not part of a plan or scheme to evade the registration requirements of the Securities Act; (i) neither the Company nor any person acting on behalf of the Company has offered or sold any of the Securities by any form of general solicitation or general advertising; (j) all outstanding shares of capital stock of the Company have been duly authorized and validly issued and are fully paid and nonassessable, have been issued in compliance with all federal and state securities laws, and have not been issued in violation of or subject to any preemptive rights or other rights to subscribe for or purchase securities. The authorized capital stock of the Company consists of 600,000,000 shares of Common Stock, of which 236,862,190 shares are outstanding as of September 3, 2014 (including 20,000,000 shares acquired from a single investor and held in treasury). There are issued and outstanding options to purchase 76,398,770 shares of Common Stock subject to the Company’s existing stock option or similar plan. There are issued and outstanding warrants to purchase 25,923,281 shares of Common Stock (including warrants held by Adaptive). The Company has reserved for issuance up to 11,100,000 shares of Common Stock which are available for purchase by a single investor, at the Company’s sole discretion, pursuant to a Stock Purchase Agreement expiring in April 2015. There are no other outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal or similar rights) or agreements, orally or in writing, to purchase or acquire from the Company any shares of Common Stock or Series A Preferred Stock, or any securities convertible into or exchangeable for shares of Common Stock or Series A Preferred Stock. (ek) the Company is not and, after consummation disqualified from relying on Rule 506 of Regulation D (“Rule 506”) under the Securities Act for any of the transactions contemplated herebyreasons stated in Rule 506( d) in connection with the issuance and sale of the Series A Preferred Shares to Adaptive. The Company has furnished to Adaptive, will not be required a reasonable time prior to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is not, on the date hereof, a description in possession writing of any material non-public information matters that would have triggered disqualification under Rule 506(d) but which occurred before September 23, 2013, in each case, in compliance with respect to Company or the Shares.disclosure requirements of Rule 506( e) under the Securities Act; and (gl) To The Company will not report any interest income (or original issue discount) to Adaptive or to the knowledge IRS in respect of the Debenture. The Company has not made any representations or warranties to Adaptive, and Adaptive has not relied upon any representations or warranties of the Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) except as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealerexpressly set forth in this Section 6. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents ----------------------------------------- and warrants to Dealer on the date hereof, on and Master Licensee as of the Premium Payment Date and, in the case of the representations in Section 9(d), at all times until termination of the Transaction, thatfollows: (a) Company is duly organized, validly existing and in good standing under the laws of the State of Delaware, has all necessary corporate power and authority to execute, deliver enter into and perform its obligations under this Agreement and all other documents executed in respect connection herewith and to carry on its business and to own and lease its properties, as presently conducted, owned and leased. (b) There are no proceedings pending seeking to dissolve or to liquidate Company, and no action has been taken by the Board of Directors or the Transaction; shareholders of Company authorizing any such execution, delivery proceedings. (c) The persons executing this Agreement and performance all other documents executed in connection herewith on behalf of Company have been duly authorized by to perform such actions on behalf of Company. This Agreement and all necessary corporate action on Company’s part; and this Confirmation has been duly and validly other documents executed and delivered by Company and in connection herewith constitutes its valid the valid, legal and binding obligationobligations of Company and, to the best knowledge of Company, are enforceable against Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium bankruptcy laws and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (bd) Neither the execution and execution, delivery of this Confirmation nor the incurrence or performance of obligations this Agreement or any document executed in connection herewith, nor the consummation of Company hereunder the transactions contemplated therein, will conflict violate Company's Articles of Incorporation or By-laws, or constitute or create a violation of or default under, with the giving of notice, the passage of time or both, or result in a breach the creation or imposition of the certificate of incorporation any lien, security interest or by-laws encumbrance under, any contract, agreement, loan, note, mortgage, security agreement, deed to secure debt, guarantee, lease (capital or operating) or any equivalent documents) of Companyother document or instrument, or any applicable law or law, rule, regulation, ordinance, or any orderjudicial or administrative decree, writ, injunction rule or decree of any court or governmental authority or agency, or any agreement or instrument order to which Company or any of its subsidiaries is a party or by which Company it or any of its subsidiaries properties is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rightsbound. (e) Except for pending administrative actions in respect of applications for registration of the Marks, there is no arbitration, litigation or administrative proceeding pending, or to the knowledge of Company, threatened, in which Company is not andor may be a party, after consummation or which may affect Company or its property, which would adversely affect the ability of the transactions contemplated hereby, will not be required Company to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amendedenter into or perform its obligations under this Agreement. (f) Company is not, on the date hereof, in possession of any material non-public All information with respect provided to Company or the Shares. (g) To the knowledge of Master Licensee regarding Company, no state or local (including any non-U.S. jurisdiction’s) lawits directors, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that officers and shareholders is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealertrue and correct. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) of Company, (B) the capital of Company is adequate to conduct the business of Company, and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (ai) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; (ii) such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; (iii) and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither In lieu of the representations set forth in Section 3(a)(iii) of the Agreement, neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an Exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2019 (other than agreements or instruments filed as exhibits pursuant to Item 601(b)(10)(iii) of Regulation S-K under the Securities Act), as updated by any subsequent filings, in each case to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectbound, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (gh) To Company’s filings under the knowledge Securities Act, the Securities Exchange Act of Company1934, as amended (the “Exchange Act”) or other applicable securities laws that are required to be filed have been filed and, as of the respective dates thereof and as of the Trade Date, no such filing contains an untrue statement of a material fact or omits to state or local (including any non-U.S. jurisdiction’s) lawa material fact necessary in order to make the statements therein, rulein light of the circumstances under which they were made, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealernot misleading. (hi) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets of Company do not constitute “plan assets” under the Employee Retirement Income Security Act of 1974, as amended, the Department of Labor Regulations promulgated thereunder or similar law. (j) On Prior to the Trade Date, Company represents that Company’s board of directors has authorized the Transaction and immediately after approved the Transaction and any related hedging activity for purposes of Section 203 of the Delaware General Corporation Law and agrees to deliver to Dealer on or prior to the Trade Date and the Premium Payment Date, (A) the value a copy of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the General Corporation Law of the State of Delaware) resolutions of Company, (B) ’s board of directors covering the capital of Company is adequate to conduct the business of Company, foregoing authorization and Company’s entry into the Transaction will not impair its capital, (C) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”))approvals.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 9(d8(d), at all times until termination of the Transaction, that: (a) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and constitutes its valid and binding obligation, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by-laws (or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed as an exhibit to Counterparty’s Annual Report on Form 10-K, filed with the SEC on February 27, 2020, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subject, or constitute a default under, or result in the creation of any lien under, any such agreement or instrument. (c) No To Company’s knowledge, no consent, approval, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities laws; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of common equity securities of U.S. domestic issuers listed on the Exchange by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution or broker dealer. (d) A number of Shares equal to the Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, will be validly issued, fully-paid and non-assessable, and the issuance of the Warrant Shares will not be subject to any preemptive or similar rights. Company represents and warrants to Dealer that the Maximum Number of Shares is equal to or less than the number of authorized but unissued Shares of Company that are not reserved for future issuance in connection with transactions in the Shares (other than the Transaction) on the date of the determination of the Maximum Number of Shares (such Shares, the “Available Shares”). Company shall not take any action to decrease the number of Available Shares below the Maximum Number of Shares without Dealer’s prior consent (such consent not to be unreasonably withheld, conditioned or delayed). (e) Company is not and, after consummation of the transactions contemplated hereby, will not be required to register as an “investment company” as such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant” (as such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended, other than a person that is an eligible contract participant under Section 1a(18)(C) of the Commodity Exchange Act). (g) Company is not, on the date hereof, in possession hereof aware of any material non-public information with respect to Company or the Shares. (g) To the knowledge of Company, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares; provided that Company makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or any of its affiliates solely as a result of it or any of such affiliates being a financial institution, investment advisor or broker-dealer. (h) Company (A) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities; (B) will exercise independent judgment in evaluating the recommendations of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least USD 50 million. (i) The assets Company acknowledges that the board of directors of Company do not constitute “plan assets” under has granted the Employee Retirement Income Security Act of 1974, as amended, approval necessary to cause the Department of Labor Regulations promulgated thereunder or similar law. (j) On and immediately after the Trade Date and the Premium Payment Date, (A) the value restrictions set forth in Section 203 of the total assets of Company is greater than the sum of the total liabilities (including contingent liabilities) and the capital (as such terms are defined in Section 154 and Section 244 of the Delaware General Corporation Law (the “Business Combinations Statute”) to be inapplicable to the Transaction, including, without limitation, transactions in, or linked to Company’s securities to be effected by Dealer in connection with hedging the Transaction, and as a result neither Dealer nor any of its affiliates or associates shall be subject to the State of Delaware) of Company, (B) restrictions in the capital Business Combinations Statute as an “interested stockholder” of Company is adequate to conduct the business by virtue of Company, and Company’s (i) its entry into the Transaction will not impair its capital, or (Cii) Company has the ability to pay its debts and obligations as such debts mature and does not intend to, or does not believe any act that it will, incur debt beyond its ability to pay as such debts mature, (D) Company will be able to continue as a going concern and (E) Company is not “insolvent” (as such term is defined under Section 101(32) Dealer may take in furtherance of the U.S. Bankruptcy Code Transaction (Title 11 of including without limitation the United States Code) (hedging transactions to be effected by Dealer or its affiliates in connection with the “Bankruptcy Code”)Transaction).