Common use of REPRESENTATIONS AND WARRANTIES OF COMPANY Clause in Contracts

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 June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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, 2013, 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 initial Maximum Number of Shares (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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17October 31, 20142017, between Company and Xxxxxx Xxxxxxx & Co. LLC, LLC and X.X. Xxxxxx Securities LLC as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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, 2013, 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 initial 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, in each case, except to the extent that such preemptive or similar rights would not reasonably be expected to have a material 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, 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(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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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.[Reserved] (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17April 28, 20142016, between Company and X.X. Xxxxxx Xxxxxxx & Co. LLCSecurities LLC , as representative of the initial purchasers party thereto (the “Initial Purchasers party theretoPurchaser”), is are true and correct and is 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 8(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 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, 2013, 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Underwriting Agreement (the “Purchase Underwriting Agreement”), dated as of June 17February 11, 2014, between Company and X.X. Xxxxxx Xxxxxxx & Co. Securities LLC, as representative of the Initial Purchasers Underwriters party theretothereto (the “Underwriters”), is are true and correct and is 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 8(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 31filed on March 4, 2013, as amended, Form 10-Q filed on May 6, 2013, Form 10-Q filed on August 7, 2013, Form 10-Q filed on November 6, 2013 or Form 10-K filed on February 10, 2014, in each case, with the Securities and Exchange Commission, 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 initial 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. (h) No To Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. (j) Company has all necessary corporate power and authority to execute, deliver and perform its obligations in respect of the Amendment Agreement (the “Amendment”) dated as of February 11, 2014 delivered by Company to Dealer and entitled “Amendment to Rights Plan”; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and the Amendment 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. (k) Neither the execution and delivery of the Amendment nor the incurrence or performance of obligations of Company thereunder 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 Form 10-K filed on March 4, 2013, as amended, Form 10-Q filed on May 6, 2013, Form 10-Q filed on August 7, 2013, Form 10-Q filed on November 6, 2013 or Form 10-K filed on February 10, 2014, in each case, with the Securities and Exchange Commission, 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, or breach or constitute a default under any agreements or contracts of Company or any of its subsidiaries.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 1712, 20142013, between Company and X.X. Xxxxxx Xxxxxxx & Co. LLCSecurities LLC and Citigroup Global Markets Inc., as representative representatives of the Initial Purchasers party thereto(the “Initial Purchasers”), is are true and correct and is 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 8(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 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, 2013, 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) Company Counterparty (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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 176, 20142018, between Company and Xxxxxx Xxxxxxx & Co. LLCDealer, as representative of the Initial Purchasers party theretothereto (the “Initial Purchaser”), is are true and correct and is 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 8(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, 2013, 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 initial Maximum Number of Shares (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, 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. (h) No To its 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 nature of Issuer’s business would 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) SharesShares in connection with the Transaction. (i) 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 securitiesthis Transaction; (B) will exercise independent judgment in evaluating the recommendations recommendations, if any, of any broker-dealer Dealer or its associated personspersons in connection with this Transaction, unless it has otherwise notified the broker-dealer in writing; and (C) has total assets of at least $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 179, 20142011, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative the representatives of the Initial Purchasers party theretothereto (the “Representatives”), is true and correct and is hereby deemed to be repeated to Dealer as if set forth herein; provided that no such representation or warranty, other than the representations and warranties set forth in Sections 3(a), (b), (d) and (e) of the Purchase Agreement, may be the basis of an Event of Default under Section 5(a)(iv) of the Agreement. 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 8(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, 2013, 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 initial 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, 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(181a(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) Each of Company and its officers and directors is not, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 1(a) of the Purchase Underwriting Agreement (the “Purchase Underwriting Agreement”), dated as of June 17January 26, 20142017, between among Company and X.X. Xxxxxx Xxxxxxx & Co. Securities LLC and Xxxxx Fargo Securities, LLC, as representative representatives of the Initial Purchasers Underwriters party theretothereto (the “Underwriters”), is are true and correct and is 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, solely in the case of the representations in Section 8(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, 2013, 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”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or state securities laws. (d) A number of Shares equal to the initial 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 amendedamended (the “CEA”), other than a person that is an eligible contract participant under Section 1a(18)(C) of 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 Shares. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. Dealer hereby represents and warrants to Company on the date hereof and on and as of the Premium Payment Date that (a) Dealer is a “qualified institutional buyer,” as defined in Rule 144A under the Securities Act, and (b) Dealer is an “eligible contract participant” (as such term is defined in Section 1a(18) of the CEA, other than a person that is an eligible contract participant under Section 1a(18)(C) of the CEA).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 1711, 20142013, between Company and among Company, Xxxxxx Xxxxxxx & Co. LLC, Barclays Capital Inc. and Xxxxxxx, Xxxxx & Co., as representative representatives of the Initial Purchasers party theretothereto (the “Representatives”), is are true and correct and is 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 8(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 January 31, 2013, 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 initial 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 179, 20142015, between Company and X.X. Xxxxxx Xxxxxxx & Co. Securities LLC and Credit Suisse Securities (USA) LLC, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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 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) (x) any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 20132014, 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 or (y) any other 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, except, in the case of clause (iii)(y) above, for any such conflict, breach, default or lien that would not, individually or in the aggregate, have a material adverse effect on Company and its subsidiaries, taken as a whole, or on the power or ability of Company to execute and deliver this Confirmation or perform its obligations hereunder. (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 initial 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 rightsrights and the Warrant Shares shall upon issuance (subject to notice of 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 is 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business would give rise to any reporting, consent, registration or other requirement by Dealer or its affiliates (including without limitation a requirement to obtain prior approval from any person or entity), except for the reporting requirements of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”) as and the rules promulgated thereunder, a result of Dealer or its affiliates owning or holding (however defined) Shares. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer Parent that each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(d), at all times until termination of the Transaction, that: (a) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate power and authority to execute, deliver enter into this Agreement and perform to carry out its obligations in respect hereunder, (b) the execution and delivery of this Agreement by Company and the consummation by Company of the Transaction; such execution, delivery and performance transactions contemplated hereby have been duly authorized by all necessary corporate action on Company’s part; the part of Company and other than obtaining shareholder approval, no other corporate proceedings on the part of Company are necessary to authorize this Confirmation Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly and validly executed and delivered by Company and constitutes its a valid and binding obligationobligation of Company, enforceable against Company in accordance with its terms, subject to applicable except as such enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other laws affecting creditors’ the rights and remedies generally, of creditors 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, 2013, 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 Company has taken all action necessary to the initial Maximum Number of Shares (the “Warrant Shares”) have been reserved authorize and reserve for issuance by all required corporate action of Company. The Warrant Shares have been duly authorized andand to permit it to issue, 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 upon exercise of the Warrants Company Option, and at all times from the date hereof through the expiration of the Company Option will have reserved, that number of unissued Company Shares that are subject to the Company Option, all of which, upon their issuance and delivery in accordance with the terms and conditions of the Warrantsthis Agreement, will be validly issued, fully paid and non-assessablenonassessable, (e) upon delivery of the Company Shares to Parent upon the exercise of the Company Option, Parent will acquire the Company Shares free and clear of all liens, claims, charges, encumbrances and security interests of any nature whatsoever except those imposed by Parent, (f) except as described in Section 4.05 of the Merger Agreement and of the Company Disclosure Schedule, the execution and delivery of this Agreement by Company does not, and the issuance performance of this Agreement by Company will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets pursuant to (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), (A) any provision of the Warrant Shares will not be subject to any preemptive Amended and Restated Certificate of Incorporation or similar rights. (e) Company is not andBy-laws, 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, each as amended. , of Company or (fB) 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 any provisions of any material non-public information with respect mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets, except in the Shares. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result case of the nature of Issuer’s business 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. (i) 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; clauses (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 immediately above, for violations which would not, individually or in the aggregate, have a Company Material Adverse Effect and (g) except as described in Section 4.05 of at least $50 millionthe Merger Agreement and of the Company Disclosure Schedule, the execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company will not, require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity or Regulatory Entity.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “"Purchase Agreement”"), dated as of June 17July 1, 20142013, between Company and X.X. Xxxxxx Xxxxxxx & Co. Securities LLC, as representative of the Initial Purchasers party theretothereto (the "Initial Purchaser"), is are true and correct and is 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 8(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 '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, 2013, 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s's) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17November 10, 20142015, between Company among Company, Wxxxx Fargo Securities, LLC and J.X. Xxxxxx Xxxxxxx & Co. Securities LLC, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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, 2013, 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. In order to induce Administrative Agent and Lenders to enter into this Amendment, Company hereby represents and warrants to Dealer that Administrative Agent and each Lender on the date hereof that: (a) Each of the representations and warranties of the Company and its Subsidiaries set forth in Section 1 of the Purchase Credit Agreement (other than the “Purchase Agreement”)representations and warranties set forth in Sections 5.4, dated as of June 175.11, 20145.17 and 5.18) and in the other Credit Documents (other than those that relate to the representations and warranties set forth in Sections 5.4, between Company 5.11, 5.17 and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, is 5.18) are 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 in all material respects as of the Premium Payment Date anddate hereof after giving effect to this Amendment, except as a result of the transactions expressly permitted hereunder or thereunder and except to the extent that any such representation or warranty relates solely to an earlier date, in the which case it shall have been true and correct in all material respects as of such earlier date; (b) No Default or Event of Default has occurred and is continuing as of the representations in Section 8(d), at all times until termination date hereof or would occur immediately after giving effect to this Amendment; (c) Each of the Transaction, that: (a) Company Credit Parties has all necessary corporate the organizational power and authority to execute, deliver and perform its obligations in respect carry out the terms and provisions of this Amendment to the Transaction; such extent a party hereto and has taken all necessary company action to authorize the execution, delivery and performance have been hereof. Each of the Credit Parties has duly authorized by all necessary corporate action on Company’s part; and this Confirmation has been duly and validly executed and delivered by Company this Amendment to the extent a party hereto and such Amendment constitutes its the legal, valid and binding obligation, obligation of such Credit Party to the extent a party hereto enforceable against Company it in accordance with its terms, subject as to applicable enforcement only to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar laws affecting the enforcement of 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.equitable principles; (bd) Neither the execution and execution, delivery or performance by any Credit Party of this Confirmation Amendment to the extent a party hereto nor compliance by it with the terms and provisions thereof, nor the incurrence or performance of obligations of Company hereunder will conflict with or result in a breach consummation by it of the certificate of incorporation transactions contemplated herein or by‑laws therein, will (or i) contravene in any equivalent documents) of Company, or material respect any applicable law provision of any law, statute, rule or regulation, or any applicable order, writ, injunction or decree of any court or governmental authority instrumentality, (ii) conflict with or agencyresult in any breach of any term, covenant, condition or any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, 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 subjectother provision of, or constitute a default under, or result in the creation or imposition of (or the obligation to create or impose) any lien Lien other than any Permitted Lien upon any of the property or assets of such Credit Party or any of its Subsidiaries 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 initial Maximum Number of Shares (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 material contractual obligation to which such Credit Party or any of its Subsidiaries is a party or by which they or any of their properties or assets are bound or to which they may be subject, or (iii) violate or conflict with any provision of the Warrants in accordance with the terms memorandum of association and conditions articles of the Warrantsassociation, will be validly issuedcharter, fully paid and nonarticles or certificate of incorporation, partnership or limited liability company agreement, by-assessablelaws, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from applicable governance documents of such Credit Party or any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares. (i) 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 securitiesSubsidiaries; (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 $50 million.and

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that 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 nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities 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; (iv) each of the representations Transaction Documents and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)transactions contemplated hereby and thereby, dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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 authorized by Company; (v) this Agreement, the Note, the Security Agreement, the Warrants, 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, 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, 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 contained, at the time they were filed, 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 in other document prior to the creation expiration of any lien undersuch extension; (x) Company is not, nor has it ever been, 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 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 existing fees (other than an Investor’s Fee, if any), and (xiii) when issued, each of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933(including, as amended (without limitation, the “Securities Act”) or state securities laws. (d) A number of Conversion Shares equal to and the initial Maximum Number of Shares (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 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 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17December 12, 20142016, between among Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(d), at all times on and following the Trade 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 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, 2013, 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17December 12, 20142016, between among Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(d), at all times on and following the Trade 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer Parent that each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(d), at all times until termination of the Transaction, that: (a) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate power and authority to execute, deliver enter into this Agreement and perform to carry out its obligations in respect hereunder, (b) the execution and delivery of this Agreement by Company and the consummation by Company of the Transaction; such execution, delivery and performance transactions contemplated hereby have been duly authorized by all necessary corporate action on Company’s part; the part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Confirmation Agreement or any of the transactions contemplated hereby, (c) this Agreement has been duly and validly executed and delivered by Company and constitutes its a valid and binding obligationobligation of Company, and, assuming this Agreement constitutes a valid and binding obligation of Parent, is 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 and remedies generallyto general equity principles, (d) Company has taken all necessary corporate action to authorize and reserve for issuance and to permit it to issue, upon exercise of the Stock Option, and subjectat all times from the date hereof through the expiration of the Stock Option will have so reserved, as 2,073,753 unissued shares of Company Common Stock, all of which, upon their issuance and delivery in accordance with the terms of this Agreement, will be validly issued, fully paid and nonassessable, (e) upon delivery of such shares of Company Common Stock to enforceabilityParent upon exercise of the Stock Option, Parent will acquire valid title to general principles all of equitysuch shares, including principles free and clear of commercial reasonablenessany and all liens of any nature whatsoever, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equityf) 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 Agreement by Company does not, and the incurrence or performance of obligations of this Agreement by Company hereunder will conflict with or result in a breach of not (1) violate the certificate of incorporation or by‑laws (or any equivalent documents) by-laws of Company, (2) conflict with or violate any statute, rule, regulation, order, judgment or decree applicable to Company or by which it or any applicable law of its assets or regulationproperties is bound or affected, or (3) result in any orderbreach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, writor give rise to any rights of termination, injunction amendment, acceleration or decree cancellation of, or result in the creation of any court lien on any of the property or governmental authority or agencyassets of Company pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, or any agreement other instrument or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, obligation to which Company or any of its subsidiaries Subsidiaries is a party or by which Company or any of its subsidiaries assets or properties is bound or to which Company or any of its subsidiaries is subjectaffected (except, or constitute a default under, or result in the creation case of clauses (2) or (3) above, for violations, breaches or defaults which would not, individually or in the aggregate, have a Material Adverse Effect on Company), and (g) the execution and delivery of this Agreement by Company does not, and the performance of this Agreement by Company will not, require any lien under, any such agreement or instrument. (c) No consent, approval, authorization, authorization or order permit of, or filing withwith or notification to, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this Confirmation, regulatory authority 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 initial Maximum Number of Shares (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 pre-merger notification requirements 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 rightsHSR Act. (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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 2 of the Purchase Underwriting Agreement (the “Purchase Underwriting Agreement”) dated as of October 22, 2009 between Company and X.X. Xxxxxx Securities Inc. and Credit Suisse Securities (USA) LLC, as representatives of the Underwriters party thereto (the “Underwriters”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, is are true and correct and is are hereby deemed to be repeated to Dealer on the date hereof and on and as of the Premium Payment Date 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 8(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 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, 2013, 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 The Shares of Shares equal to Company initially issuable upon exercise of the initial Maximum Number of Shares 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 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(181a(12) 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 SharesCompany. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17November 19, 20142013, between Company and J.X. Xxxxxx Xxxxxxx Securities LLC and Mxxxxx Sxxxxxx & Co. LLC, as representative of the several initial purchasers (the “Initial Purchasers party theretoPurchasers”), is are true and correct and is 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 8(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 to, or incorporated by reference into, Company’s Annual Report on Form 10-K for the year ended December 31filed on March 18, 2013, as updated by any subsequent filingsamended, Form 10-Q filed on May 9, 2013, Form 10-Q filed on August 8, 2013 or Form 10-Q filed on November 8, 2013, in each case, with the Securities and Exchange Commission 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17September 14, 20142010, between Company and X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLCXxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(d8(f), at all times until termination of the Transaction, that: (a) Company is duly organized and validly existing and in good standing under the laws of its jurisdiction of incorporation. (b) Company has all necessary the corporate power and authority to execute, execute and deliver this Confirmation and to perform its obligations in respect hereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Confirmation and the consummation by it of the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and this Confirmation transactions contemplated hereby has been duly and validly taken. (c) This Confirmation has been duly authorized by Company and, when duly executed and delivered in accordance with its terms by Company and constitutes its each of the parties hereto, will constitute a valid and legally binding obligation, agreement of Company enforceable against Company in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or similar laws affecting creditors’ rights and remedies generally, and subject, as generally or by equitable principles relating 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 The execution, delivery and delivery performance by Company of this Confirmation nor and the incurrence or performance consummation of obligations of Company hereunder the transactions contemplated hereby will not (i) conflict with or result in a breach or violation of any of the certificate terms or provisions of, or constitute a default under, or result in the creation or imposition of incorporation any lien, charge or by‑laws (encumbrance upon any property or assets of Company or any equivalent documents) of Companyits subsidiaries pursuant to, any indenture, mortgage, deed of trust, loan agreement or 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, 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 any of the property or assets of Company or any of its subsidiaries is subject, (ii) result in any violation of the provisions of the charter or constitute a default under, by-laws or similar organizational documents of Company or any of its subsidiaries or (iii) result in the creation violation of any lien underlaw or statute or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority applicable to Company or any of its subsidiaries; except, in the case of clauses (i) and (iii) above, for any such agreement conflict, breach, default or instrumentviolation that would not, individually or in the aggregate, reasonably be expected to have a material adverse effect on the business, properties, management, financial position, stockholders’ equity, results of operations or prospects of Company and its subsidiaries taken as a whole or on the performance by Company of its obligations under this Confirmation (“Material Adverse Effect”); provided that, in the case of clause (i) above, such representation and warranty is based on the assumption that any cash payment made by Company upon any termination, cancellation or early unwind of the Transaction shall, at the time such cash payment is made, be made in compliance with the terms and conditions of the Credit Agreement, dated as of May 14, 2010, among Company, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, Fronting Bank and L/C Administrator, as amended by the First Amendment to Credit Agreement, dated as of September 10, 2010, among Company, each lender from time to time party thereto and Bank of America, N.A., as Administrative Agent, Fronting Bank and L/C Administrator. (ce) No consent, approval, authorization, order, registration or order of, qualification of or filing with, any governmental agency or body or with any court or arbitrator or governmental or regulatory authority is required in connection with for the execution, delivery or and performance by Company of this ConfirmationConfirmation and the consummation of the transactions contemplated hereby, except for (i) such as have been obtained consents, approvals, authorizations, orders and registrations or made and such qualifications as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or applicable state securities laws, (ii) as may be required and have been or will be obtained under the rules of The NASDAQ Stock Market in connection with the issuance of the Warrant Shares (as defined below) by Company or (iii) where the failure to obtain or make any such consents, approvals, authorizations, orders and registrations or qualifications would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; provided that such failure to obtain or make any such consents, approvals, authorizations, orders and registrations or qualifications does not prevent Company from performing its obligations under this Confirmation. (df) A number of Shares equal to the initial 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 reserved for issuance upon exercise of the Warrants have been duly authorized and reserved 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 issued upon 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. (eg) Company is not and, after consummation of giving effect to the transactions contemplated hereby, will not be required to register as an “investment company,” as such term is defined in or an entity “controlled” by an “investment company” within the meaning of the Investment Company Act of 1940, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder. (fh) Company is an “eligible contract participant,” (as such term is defined in Section 1a(181a(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). (gi) 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that Other than for purposes of Section 5(a)(iv) of the Agreement, each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 1725, 20142015, between Company and Xxxxxx Xxxxxxx & Co. RBC Capital Markets, LLC, as representative of the initial purchasers party thereto (the “Initial Purchasers party theretoPurchasers”), is are true and correct and is 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 8(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, 20132014, 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 initial Maximum Number of Shares 2,108,853 (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, 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. (h) No To Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. (j) Without limiting the generality of Section 13.1 of the Equity Definitions, Company acknowledges that Dealer is not making any representations or warranties 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) or under FASB’s Liabilities & Equity Project.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17February 7, 20142019, between among Company and Citigroup Global Markets Inc. and Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLCXxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is are hereby deemed to be repeated to Dealer as if set forth hereinherein 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 8(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, 2013, 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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) 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.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Underwriting Agreement (the “Purchase Underwriting Agreement”), dated as of June 17July 28, 20142011, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representative representatives of the Initial Purchasers Underwriters party theretothereto (the “Underwriters”), is are true and correct and is 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 8(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, 2013, 2010 (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 initial 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, in each case, except to the extent that such preemptive or similar rights would not reasonably be expected to have a material 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, 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(181a(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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17September 12, 20142017, between Company and among Company, Xxxxxx Xxxxxxx & Co. LLCLLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Representatives”), 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 8(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 January 31, 20132017, 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 initial 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17February 9, 20142015, between Company and X.X. Xxxxxx Xxxxxxx & Co. Securities LLC, as representative of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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, 2013, 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 initial Maximum Number of Shares (as defined below) (the “Warrant Shares”) have been reserved for issuance by all required corporate action of CompanyIssuer. 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 rightsrights and the Warrant Shares shall upon issuance (subject to notice of 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 is 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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, at and after the Tornier Merger Transaction, 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17November 19, 20142013, between Company and X.X. Xxxxxx Securities LLC and Xxxxxx Xxxxxxx & Co. LLC, as representative of the several initial purchasers (the “Initial Purchasers party theretoPurchasers”), is are true and correct and is 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 8(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 to, or incorporated by reference into, Company’s Annual Report on Form 10-K for the year ended December 31filed on March 18, 2013, as updated by any subsequent filingsamended, Form 10-Q filed on May 9, 2013, Form 10-Q filed on August 8, 2013 or Form 10-Q filed on November 8, 2013, in each case, with the Securities and Exchange Commission 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Dealer that each NTR as follows: 6.1 The execution and delivery of this Agreement and the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLCClosing Documents, as representative well as the performance by the Company of the Initial Purchasers party thereto, 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 8(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 executionhereunder and thereunder, delivery and performance have been duly authorized by all necessary corporate action on actions of the Company’s part; and this Confirmation has been duly and validly executed and delivered by Company and . 6.2 This Agreement constitutes its a valid and binding obligationobligation of the Company, enforceable against the Company in accordance with its terms. No consent or approval by any person, subject to applicable bankruptcyentity, insolvencyofficer, 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 director 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, 2013, 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, execution and delivery or performance by the Company of this Confirmation, except such as have been obtained Agreement 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 initial Maximum Number of Shares (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, which has not yet been obtained or will not be required to register obtained as an provided herein. 6.3 There are no restrictions on the transfer or sale of the NTR Acquired Interest under any governing documents of the Company including the Articles of Incorporation dated September 17, 1965 as amended (“investment company,” Articles”) and the By-Laws of the Company dated March 2, 1992 (“By-Laws”) or under any other shareholders’ agreement or otherwise, except for applicable voting rights restrictions (as such term is defined set forth in the Investment Company Act of 1940NTR Proxy as defined herein), as amendedwell as the one year restriction upon resale (as set forth in the Lock-Up Agreement). (f) 6.4 The Company is an “eligible contract participant,” as such term is defined in Section 1a(18) represents and warrants that NTR’s acquisition of the Commodity Exchange ActNTR Acquired Interest will be in compliance with all applicable existing laws, governmental rules and/or regulations. The Company further represents and warrants that (a) the Nevada Acquisition of Controlling Interest Act (Nevada Revised Code §78.378 through §78.3793) is not applicable to NTR’s acquisition of the NTR Acquisition Interest and/or the transactions contemplated herein, and (b) the Company has taken such action as amendednecessary to approve NTR’s acquisition of the NTR Equity Interest for purposes of compliance with the Nevada Combinations With Interested Stockholders Act (Nevada Revised Code §78.411 through §78.444). (g) 6.5 The Company is not, on the date hereof, in possession of represents and warrants that no liability to any material non-public information broker or agent has been incurred with respect to Company the payment of any commission relating to this Agreement or the SharesClosing Documents and/or the consummation of the transactions contemplated herein and therein. (h) No state or local (including any non-U.S. jurisdiction’s) law6.6 Upon the parties’ execution of the Partial Assignment Agreement and NTR’s payment of the Purchase Price, ruleNTR shall receive good, regulation or regulatory order applicable marketable title to the Shares as a result NTR Acquired Interest, free and clear of any and all liens, claims, encumbrances, pledges, charges and security interests. 6.7 The above representations and warranties of the nature of Issuer’s business 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) SharesCompany are true and accurate upon the Effective Date and will be true and accurate on the Closing Date. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer Parent that each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(d), at all times until termination of the Transaction, that: (a) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate power and authority to execute, deliver enter into this Agreement and perform to carry out its obligations in respect hereunder; (b) the execution and delivery of this Agreement by Company and consummation by Company of the Transaction; such execution, delivery and performance transactions contemplated hereby have been duly authorized by all necessary corporate action on Company’s partthe part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or any of the transactions contemplated hereby; and (c) this Confirmation Agreement has been duly and validly executed and delivered by Company and constitutes its a legal, valid and binding obligationobligation of Company and, assuming this Agreement constitutes a legal, valid and binding obligation of Parent, is enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar laws affecting creditors’ the rights of creditors generally and remedies generally, and subject, as to enforceability, to general principles of equity; (d) except for any filings, including principles authorizations, approvals or orders required under the HSR Act and any required filings of commercial reasonablenessunder state securities, good faith or "blue sky" laws, Company has taken all necessary corporate and fair dealing (regardless other action to authorize and reserve for issuance and to permit it to issue upon exercise of whether enforcement is sought the Option, and at all times from the date hereof until the termination of the Option will have reserved for issuance, a sufficient number of unissued Company Shares for Parent to exercise the Option in a proceeding at law full and will take all necessary corporate or in equity) other action to authorize and except that rights to indemnification and contribution hereunder reserve for issuance all additional Company Shares or other securities which may be limited issuable pursuant to Section 7(a) upon exercise of the Option, all of which, upon their issuance and delivery in accordance with the terms of this Agreement and payment therefor by federal Parent, will be validly issued, fully paid and nonassessable; (e) upon delivery of the Company Shares and any other securities to Parent upon exercise of the Option, Parent will acquire such Company Shares or state other securities laws free and clear of all claims, liens, charges, encumbrances and security interests of any kind or public policy relating thereto. nature whatsoever, excluding those imposed by Parent; (bf) Neither the execution and delivery of this Confirmation nor Agreement by Company do not, and the incurrence or performance of obligations this Agreement by the Company will not, (i) violate the Certificate of Company hereunder will Incorporation or Bylaws of the Company, (ii) conflict with or violate any law, rule, regulation, judgment, decree or order applicable to the Company or any of its subsidiaries or by which they or any of their respective properties is bound or affected or (iii) result in a any breach of the certificate of incorporation or by‑laws constitute a default (or any equivalent documentsan event which with notice or lapse of time or both would become a default) of Companyunder, or give rise to any applicable law right of termination, amendment, acceleration or regulationcancellation of, or result in the creation of a material lien or encumbrance on any order, writ, injunction material property or decree assets of any court or governmental authority or agency, Company or any agreement of its subsidiaries pursuant to, any material contract, agreement, instrument or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, obligation to which Company or any of its subsidiaries is a party or by which Company or any of its subsidiaries or any of their material property is bound or to which affected; and (g) the execution and delivery of this Agreement by Company or do not, and the performance of this Agreement by Company will not, require 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, authorization or order permit of, or filing with, or notification to, any governmental agency or body or any court is required in connection with the execution, delivery or performance by Company of this ConfirmationGovernmental Entity, 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 pursuant to applicable state securities laws. (d) A number of Shares equal to the initial Maximum Number of Shares (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, or blue sky laws and the issuance of the Warrant Shares will not be subject to any preemptive HSR Act 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 applicable corresponding laws of any material non-public information with respect to Company or the Sharesforeign jurisdiction. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), ) dated as of June 17October 7, 2014, between 2009 among Company and X.X. Xxxxxx Securities Inc., Citigroup Global Markets Inc., Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLCXxxxx, Incorporated, Barclays Capital Inc., and Deutsche Bank Securities Inc., as representative representatives of the several Initial Purchasers party thereto, is are true and correct and is are hereby deemed to be repeated to Dealer on the date hereof and on and as of the Premium Payment Date 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 8(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 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, 2013, 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 The Shares of Shares equal to Company initially issuable upon exercise of the initial Maximum Number of Shares 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 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(181a(12) of the Commodity Exchange Act, as amendedamended (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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

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 June 17May 23, 20142017, between among Company and Xxxxxx Xxxxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and RBC Capital Markets, LLC, as representative representatives of the Initial Purchasers party thereto, 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 8(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, 20132016, 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 initial 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that Other than for purposes of Section 5(a)(iv) of the Agreement, each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 1725, 20142015, between Company and Xxxxxx Xxxxxxx & Co. RBC Capital Markets, LLC, as representative of the initial purchasers party thereto (the “Initial Purchasers party theretoPurchasers”), is are true and correct and is 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 8(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, 20132014, 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 initial Maximum Number of Shares 10,544,266 (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, 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. (h) No To Company’s knowledge, no state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. (j) Without limiting the generality of Section 13.1 of the Equity Definitions, Company acknowledges that Dealer is not making any representations or warranties 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) or under FASB’s Liabilities & Equity Project.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17March 4, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLCNomura Securities International, Inc., as representative of the Initial Purchasers party thereto(the “Initial Purchasers”), is are true and correct and is are hereby deemed to be repeated to Dealer 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 8(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, 2013, 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 initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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.[Reserved] (i) 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 $50 million. (j) Company represents and warrants that it has received, read and understands the OTC Options Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options,” which is available at xxxx://xxx.xxxxxxxxxxxxxxx.xxx/about/publications/character-risks.jsp. (k) Prior to the Trade Date, Company has delivered to Nomura a resolution of Company’s board of directors authorizing the Transaction.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17July 14, 20142011, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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 (i) conflict with or result in a breach of the certificate of incorporation or by‑laws by-laws (or any equivalent documents) of Company, (ii) conflict with or result in a breach of any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (iii) conflict with or result in a breach of any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December March 31, 20132011, 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 instrumentinstrument other than, in the case of clause (ii) or 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 initial 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, 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(181a(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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

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 June 17November 6, 20142013, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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, 20132012, 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 initial 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Dealer that each the Seller as of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 hereof and as of the Premium Payment Closing Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, thatas follows: (a) The 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 incorporated and is validly executed and delivered by Company and existing as an exempted company in good standing under the laws of the Cayman Islands; (b) This Agreement constitutes its a legal, valid and binding obligationobligation of Company, enforceable against Company in accordance with its terms, subject to applicable except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws affecting or by legal or equitable principles related to or limiting 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.; (bc) Neither The Company has the execution corporate power and authority to enter into this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Company; (d) The execution, delivery and performance of this Confirmation nor Agreement by the incurrence or performance Company and the consummation of obligations of Company hereunder the transactions contemplated hereby will conflict with or not result in a breach or violation by Company of, or constitute a default by the Company under any of the certificate of incorporation or by‑laws (its governing documents or any equivalent documents) of Companyjudgment, or any applicable law or regulationdecree, or any order, writgovernmental permit, injunction license, agreement, indenture, instrument, statute, rule 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, 2013, as updated by any subsequent filings, regulation to which Company it or any of its subsidiaries is a party or by which Company it or any of its subsidiaries is bound or to which Company any of its or any of its subsidiaries subsidiaries’ properties or assets is subject, in each case, other than any breach, violation or constitute a default underthat would not materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, and no authorization, approval or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approvalexcept to the extent obtained, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or and performance by the Company of this Confirmation, except such as have been obtained Agreement 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 initial Maximum Number of Shares (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; (e) The Company will have as of the Closing Date legally available profits, will not premium or capital to consummate the transactions contemplated by this Agreement. After giving effect to the transactions contemplated hereby, the Company expects to be required able to register pay its debts as an “investment company,” as such term is defined they fall due in the Investment Company Act ordinary course of 1940business, as amended.and the transactions contemplated hereby will be in compliance with its articles of association and Cayman Islands law; (f) Both immediately prior to and after giving effect to the transactions contemplated hereby, the Company is an shall be Solvent (as defined below). For purposes of this Agreement, the term “eligible contract participant,Solvent” means that, as such term is defined in Section 1a(18) of the Commodity Exchange Actapplicable time of determination, as amended. (g) the Company is notand its subsidiaries, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares taken as a result of the nature of Issuer’s business would give rise to any reportingwhole, 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. (i) Company (A) is capable of evaluating investment risks independently, both in general and with regard are able to all transactions and investment strategies involving a security or securitiespay their respective debts as they become due; (B) will exercise independent judgment in evaluating own property which has a fair value greater than the recommendations amounts required to pay their respective debts (including a reasonable estimate of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writingamount of all contingent liabilities); and (C) has total assets have adequate capital to carry on their respective businesses. No transfer of at least $50 million.property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or its subsidiaries;

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17February 11, 20142013, between among Company and X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLCXxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is other than the representations set forth in Section 3(o), Section 3(r) and Section 3(s) of the Purchase Agreement, in each case, as such representations relate to the Transaction, are true and correct and is 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 8(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, 2013, 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 initial Maximum Number of Shares (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, 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 SharesCompany. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. To induce Williams to enter xxxx xxxs Agreement, Company hereby represents and warrants to Dealer that each of the representations to, and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)covenants and agrees, dated with Williams as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(d), at all times until termination of the Transaction, thatfollowx: (a) Company is duly organized, and validly existing and in good standing under the laws of the State of Delaware. Company has all necessary full corporate power and authority to executemake, deliver execute and perform its obligations in respect of this Agreement and the Transaction; such executiontransactions contemplated hereby. This Agreement and all transactions required hereunder, delivery and performance have been duly and validly authorized and approved by all necessary corporate action on the part of Company’s part; and this Confirmation . This Agreement has been duly and validly executed and delivered on behalf of Company by Company its duly authorized officers, and this Agreement constitutes its the valid and legally binding obligationobligation of Company, enforceable against Company enforceable, subject to general equity principles, in accordance with its terms, subject to applicable except as enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and reorganization or similar laws affecting creditors’ the rights and remedies of creditors 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 Agreement nor the incurrence consummation of the transactions contemplated hereby will constitute a violation or performance of obligations of Company hereunder will conflict with or result in a breach of the certificate of incorporation or by‑laws (the bylaws of Company or any equivalent documents) of Company, or any applicable law or regulation, or any order, writ, injunction or decree provision of any court material contract or governmental authority or agency, or any agreement or other instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, to which Company or any of its subsidiaries is a party or by party. (b) The relative rights and privileges of Williams as a xxxxxxxlder of Company are as set forth in Company's Certificate of Incorporation and By-laws, true, correct and complete copies of which Company or any of its subsidiaries is bound or to which Company or any of its subsidiaries is subjectare attached hereto as EXHIBITS A AND B, or constitute a default under, or result in the creation of any lien under, any such agreement or instrumentrespectively. (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 The Shares are fully paid and such as may be required under the Securities Act of 1933, as amended (the “Securities Act”) or state securities lawsnonassessable. (d) A number The documents listed and identified on EXHIBIT C attached hereto (collectively, the "SEC DOCUMENTS") constitute all of Shares equal the documents (other than preliminary filings) that Company was required by applicable securities Law to file with the initial Maximum Number of Shares Securities and Exchange Commission (the “Warrant Shares”"SEC") have been reserved for issuance by all required corporate action of Companysince June 30, 1996. The Warrant Shares have been duly authorized and, when delivered against payment therefor (which may include Net Share Settlement financial statements of Company for fiscal years 1995 and 1996 included or incorporated by reference in lieu of cash) and otherwise as contemplated by the terms of the Warrants following the exercise of the Warrants SEC Documents were prepared in accordance with GAAP and present fairly, in all material respects, in accordance with GAAP, the terms consolidated financial condition, results of operations and conditions changes in financial position of Company as of the Warrantsdates thereof. No representation, will be validly issuedwarranty or covenant of Company contained in this Agreement, 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 in connection with the transactions contemplated herebyherein, will contains any untrue statements of a material fact or omits to state a material fact necessary to make the statements contained herein not be required to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amendedmisleading. (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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

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 3.01 of the Purchase Investment Agreement (the “Purchase Investment Agreement”), dated as of June 17April 3, 20142016, between Company and Xxxxxx Xxxxxxx & Co. LLCA-G Holdings, as representative of the Initial Purchasers party theretoL.P., is true and correct and is hereby deemed to be repeated to Dealer as if set forth hereinherein provided that any such representation and warranty that is made as of a specific date is true and correct as of such date. Company hereby further represents and warrants to Dealer (x) in the case of each representation other than the representations in Section 8(d), on the date hereof, hereof and on and as of the Premium Payment Date and, and (y) in the case of the representations in Section 8(d), on and as of the Premium Payment Date and at all times thereafter 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 material agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, 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 material 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 initial 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 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. (j) Without limiting the generality of Section 13.1 of the Equity Definitions, Company acknowledges that Dealer is not 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) or under FASB’s Liabilities & Equity Project. (A) The assets of Company at their fair valuation exceed the liabilities of Company, including contingent liabilities, (B) the capital of Company is adequate to conduct the business of Company and (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. (l) Company represents and warrants that it has received, read and understands the OTC Options Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17February 11, 20142013, between among Company and X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLCXxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is other than the representations set forth in Section 3(o), Section 3(r) and Section 3(s) of the Purchase Agreement, in each case, as such representations relate to the Transaction, are true and correct and is are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the Trade Date, the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 8(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, 2013, 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 initial Maximum Number of Shares (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, 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 SharesCompany. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), ) dated as of June May 17, 20142017, between among Company and Xxxxxx Xxxxxxx & Co. LLCLLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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, 2013, 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 initial 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, 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-non- public information with respect to Company or the Shares. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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 Counterparty makes no representation or warranty regarding any such requirement that is applicable generally to the ownership of equity securities by Dealer or its affiliates solely as a result of their being a financial institution or broker-dealer. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17November 12, 20142018, between Company and Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLCXxxxx Incorporated, as representative of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is are hereby deemed to be repeated to Dealer as if set forth hereinherein except to the extent that such representation 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 their 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 8(d), at all times until termination of the Transaction, that: (a) This Confirmation has been duly authorized, executed and delivered by Company has and is enforceable against Company in accordance with its terms, except, in each case, as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all necessary corporate power laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and authority except as enforcement thereof is subject to execute, deliver and perform its obligations general principles of equity (regardless of whether enforcement is considered in respect of the Transaction; such a proceeding in equity or at law). (b) The execution, delivery and performance of this Confirmation and the consummation of the Transaction contemplated hereby 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 do not and binding obligationwill not, enforceable against Company in accordance whether with its termsor without the giving of notice or passage of time or both, 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 constitute a breach of the certificate of incorporation or by‑laws (or any equivalent documents) of Companyof, or any applicable law default or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed Repayment Event (as an exhibit to Company’s Annual Report on Form 10-K for defined in the year ended December 31, 2013, 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 Purchase Agreement) under, or result in the creation or imposition of any lien underlien, charge or encumbrance upon any properties or assets of Company or any subsidiary thereof pursuant to the Agreements and Instruments (as defined in the Purchase Agreement), except for such agreement conflicts, breaches, defaults or instrumentRepayment Events (as defined in the Purchase Agreement) or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect (as defined in the Purchase Agreement), nor will such action result in any violation of (a) the provisions of the charter, by-laws or similar organizational document of Company or any of its subsidiaries or (b) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (as defined in the Purchase Agreement), except, in the case of clause (b) above, for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect (as defined in the Purchase Agreement). (c) No consentfiling with, or authorization, approval, authorizationconsent, license, order, registration, qualification or order decree of, any Governmental Entity (as defined in the Purchase Agreement) is necessary or filing with, any governmental agency required for the performance by Company of its obligations hereunder or body the consummation of the Transaction contemplated by this Confirmation or any court is required in connection with for the due execution, delivery or and performance by Company of this Confirmation, except such as have been already obtained and excluding any filing, authorization, approval, consent, license, order, registration, qualification or made and such decree the failure of which to obtain or make would not have a Material Adverse Effect (as may be required under defined in the Securities Act of 1933, as amended (the “Securities Act”) or state securities lawsPurchase Agreement). (d) A number of Shares equal to the initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. (j) 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.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17August 22, 20142012, between Company and X.X. Xxxxxx Xxxxxxx & Co. LLCSecurities LLC , as representative of the Initial Purchasers party theretothereto (the “Initial Purchaser”), is are true and correct and is 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 8(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, 2013, 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 (NY) 27961/685/CALL.SPREAD/WMGI.WF.addtl.warrant.confirm.doc 31748424_1 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 initial 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(181a(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 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17August 12, 20142019, between Company among Company, X.X. Xxxxxx Securities LLC, BofA Securities, Inc. and Xxxxxx Xxxxxxx & Co. Xxxxx Fargo Securities, LLC, as representative representatives of the initial purchasers party thereto (the “Initial Purchasers party theretoPurchasers”), is are true and correct and is 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 Dealer, instead of and notwithstanding Company’s representations and warranties in Section 3(a) (other than Section 3(a)(i)) of the Agreement, on the date hereof, hereof on and as of the Premium Payment Date and, in the case of the representations in Section 8(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 (A) the certificate of incorporation or by‑laws (or any equivalent documents) of Company, or (B) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (C) any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, 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, except for any such conflicts, breaches, defaults or lien creations in the cases of clause (C) above that would not adversely affect the ability of Company to fulfill its obligations under this 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 initial 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, 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 aware of any material non-public information with respect to Company or the Shares. (h) No 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 nature of Issuer’s business 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 or broker-dealer. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17May 27, 20142021, between Company among Company, Realogy Co-Issuer Corp. and X.X. Xxxxxx Xxxxxxx & Co. Securities LLC, as representative of the initial purchasers party thereto (the “Initial Purchasers party theretoPurchasers”), is are true and correct and is are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer Dealer, instead of and notwithstanding Company’s representations and warranties in Section 3(a) of the Agreement, on the date hereof, hereof on and as of the Premium Payment Date and, in the case of the representations in Section 8(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 (A) the certificate of incorporation or by‑laws bylaws (or any equivalent documents) of Company, or (B) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (C) any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, 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, except for any such conflicts, breaches, defaults or lien creations in the cases of clause (C) above that would not adversely affect the ability of Company to fulfill its obligations under this 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 initial 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, 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 aware of any material non-public information with respect to Company or the Shares. (h) No 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 nature of Issuer’s business 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 or broker-dealer. (i) 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 $50 million.

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 June 17May 16, 20142018, between among Company and J.P. Xxxxxx Xxxxxxx Xxxurities LLC and Morgxx Xxxnxxx & Co. Xo. LLC, as representative representatives of the Initial Purchasers party theretothereto (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 8(dý8(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, 20132017, 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 initial 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. (j) 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. (k) Company has received, read and understands the OTC Options Risk Disclosure Statement provided by Dealer and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 6 of the Purchase Placement Agency Agreement (the “Purchase Placement Agency Agreement”), dated as of June 1720, 20142018, between Company Company, as guarantor, Xxxxxx Medical Group, Inc., as the company, and Xxxxxx Xxxxxxx & Co. X. Xxxx Capital Advisors, LLC, as representative of Placement Agent (the Initial Purchasers party thereto“Placement Agent”), is are true and correct and is 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 8(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, 2013, 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 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 initial 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 nonfully-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 is 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. (j) It is a party which is able to 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 party making the NFC Representation (as such term is defined in the NFC Representation Protocol).

REPRESENTATIONS AND WARRANTIES OF COMPANY. In order to induce the Agent to enter into this Agreement, the Company hereby represents and warrants to Dealer that each of to, and agrees with, the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(d), at all times until termination of the Transaction, Agent that: (a) The Company has all necessary corporate power such power, authority, authorizations, approvals and authority orders as may be required to executeenter into this Agreement, deliver to carry out the provisions and perform its obligations conditions hereof and to issue and sell the Shares as provided herein and as described in respect the Prospectus. The consummation of the Transaction; such Offering, the execution, delivery and performance of this Agreement and the consummation of the transactions herein contemplated have been duly and validly authorized by all necessary corporate action on the part of the Company’s part; and this Confirmation . This Agreement has been duly and validly executed and delivered by the Company and constitutes its is legal, valid and binding obligationon it, enforceable against Company in accordance with its terms, subject to applicable except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar laws relating to or affecting the enforcement of creditors’ ' rights and remedies generallyto general equity principles, and subject, except as to enforceability, to general principles the obligations 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 the Company under the indemnification and contribution hereunder provisions hereof may be limited by federal or state securities laws or public policy relating theretounder certain circumstances. (b) Neither A Registration Statement on Form SB-2 (Registration No. ___________) with respect to the execution and delivery of this Confirmation nor Shares has been prepared by the incurrence or performance of obligations of Company hereunder will conflict in conformity with or result in a breach the requirements of the certificate of incorporation or by‑laws (or any equivalent documents) of CompanyAct and the SEC Rules and Regulations, 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 has been filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, 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 executionSEC and has been declared effective by the SEC. At the time the Registration Statement became effective, 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 at all times subsequent thereto up to the initial Maximum Number of Shares (Closing Date, the “Warrant Shares”) have been reserved for issuance by Registration Statement and the Prospectus, including any amendments or supplements thereto, contained and will contain all statements that are 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 to be stated therein in accordance with the terms Act and conditions the SEC Rules and Regulations and conformed and will conform in all material respects to the requirements of the Warrants, will be validly issued, fully paid and non-assessable, Act and the issuance of SEC Rules and Regulations. The Registration Statement, the Warrant Shares will not be subject to Prospectus, any preemptive Blue Sky Application or similar rights. any Sales Information (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) 10 hereof), including any amendments or supplements thereto, did not contain or will 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 Commodity Exchange Actcircumstances under which they were made, as amendednot misleading; provided, however, that none of the representations and warranties in this subsection shall apply to statements in or omissions from any preliminary Prospectus, the Prospectus, the Registration Statement or any conformity or supplement made in reliance upon and in conformity with information made in reliance upon and in conformity with information furnished to the Company in writing by the Agent expressly for use therein. Without limiting the generality of the foregoing, all fees, whether of finder's, originators, underwriters or otherwise required to be disclosed in the Prospectus have been disclosed; all legal or governmental proceedings pending or threatened involving the Company and required to be disclosed in the Prospectus have been disclosed; and all contracts, agreements or other documents of a character required to be described or referred to therein have been disclosed in the Prospectus. All contracts, agreements and other documents described or referred to in the Prospectus, to which the Company is a party, or by which it or its properties are bound or committed are, unless otherwise disclosed therein, in full force and effect; the descriptions thereof or references thereto are correct in all material respects; and no default exists in the due performance or observance of any obligations, agreements or other document so described or referred to therein, unless otherwise disclosed therein. As of the Closing Date, the Company will have satisfied the conditions precedent to their consummation of the Offering in accordance with all applicable laws, regulations, decisions and orders. (gc) Company Neither the SEC nor any state authority nor any court or other governmental agency or body has, by order or otherwise, prevented or suspended the use of the Prospectus or the offer or sale of the Shares, or to the best knowledge of the Company, is notany such action threatened. (d) KPMG, on the date hereofLLP, in possession of any material non-public information which has expressed its opinion with respect to Company or certain of the Sharesfinancial statements and schedules filed as part of the Prospectus and included in the Registration Statement, is, with respect to the Company's subsidiary, Allied Mortgage Capital Corporation ("Allied"), an independent certified public accountant within the meaning of the Code of Professional Ethics of the American Institute of Certified Public Accountants. (he) No state or local (including any non-U.S. jurisdiction’sThe financial statements and schedule(s) law, rule, regulation or regulatory order applicable to of Allied and notes related thereto included in the Shares as a result Registration Statement and which are part of the nature Prospectus present fairly the financial condition of Issuer’s business would give rise Allied as of the dates indicated and the results of their operations for the periods specified and comply as to form in all material respects with the applicable accounting requirements. Such financial statements have been prepared in conformity with generally accepted accounting principles applied on a consistent basis during the periods involved. The tables and any reporting, consent, registration or other requirement (including without limitation financial and numerical data in the Prospectus fairly present in all material respects the information purported to be shown thereby at the respective dates thereof and for the respective periods covered thereby and were prepared on a requirement to obtain prior approval from any person or entity) as a result basis consistent with the audited financial statements of Dealer or its affiliates owning or holding (however defined) SharesAllied. (f) Since the respective dates as of which information is given in the Prospectus, except as may otherwise be stated therein, (i) there has not been any material adverse change in the condition of the Company (A) is capable or Allied, financial or otherwise, or in the results of evaluating investment risks independentlyoperations, both earnings, affairs or business prospects of the Company or Allied, whether or not arising from transactions in general and with regard to all transactions and investment strategies involving a security or securitiesthe ordinary course of business; (Bii) will exercise independent judgment there have not been any material transactions entered into by the Company or Allied, other than those 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 $50 million.ordinary course of

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17February 11, 20142013, between among Company and X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLCXxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is other than the representations set forth in Section 3(o), Section 3(r) and Section 3(s) of the Purchase Agreement, in each case, as such representations relate to the Transaction, are true and correct and is are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the Trade Date, the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, that:: {00050291;1} 9 (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, 2013, 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 initial Maximum Number of Shares (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, 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 SharesCompany. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.. {00050291;1} 10

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17September 20, 20142017, between Company and X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLCXxxxx Incorporated, as representative of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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, 2013, 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 initial 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, 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. (h) No To 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 nature of Issuer’s business 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) SharesShares in connection with the Transaction. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17February 21, 20142018, between Company and Xxxxxx Xxxxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and Xxxxxx, Xxxxxxxx & Company, Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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 applicable 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, 2013, 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 initial 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. 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. (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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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) SharesShares under this Transaction or in connection with commercially reasonable Hedging Activities. (i) 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 $50 million. (j) 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). (k) Company 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 affiliate is acting as principal and is not a fiduciary or advisor in respect of any such transaction, including any entry, exercise, amendment, unwind or termination thereof. (l) On the Trade Date and the Premium Payment Date (i) the assets of Company at their fair valuation exceed the liabilities of Company, including contingent liabilities, (ii) the capital of Company is adequate to conduct the business of Company and (iii) 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.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 1712, 2014, between Company and X.X. Xxxxxx Xxxxxxx & Co. Securities LLC, as representative of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is are hereby deemed to be repeated to Dealer JPMorgan as if set forth herein. Company hereby further represents and warrants to Dealer JPMorgan, and, as to representations made by “each of the parties” or “either of the parties”, each party represents as to itself to the other party, on the date hereof, hereof and on and as of the Premium Payment Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, that: (a) Company Each of the parties 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 Companysuch party’s part; and this Confirmation has been duly and validly executed and delivered by Company such party and constitutes its valid and binding obligation, enforceable against Company it 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 Each party represents to the other party that neither the execution and delivery of this Confirmation nor the incurrence or performance of obligations of Company such party hereunder will conflict with or result in a breach of the certificate of incorporation or by‑laws by-laws (or any equivalent documents) of Companysuch party, 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, 2013, as updated by any subsequent filings, to which Company such party or any of its subsidiaries is a party or by which Company it or any of its subsidiaries is bound or to which Company it 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 Each party represents to the other party that 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 ConfirmationConfirmation by such party, 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 initial 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 or Combination 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 Each of the parties 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 Each of the parties 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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 JPMorgan or its affiliates owning or holding (however defined) Shares. (i) 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 $50 million. (j) Company has delivered to JPMorgan resolutions of Company’s board of directors validly designating each of JPMorgan and its permitted assignees and transferees hereunder and its and their “Affiliates” and “Associates” as an “Exempt Person” (each, as defined in the Rights Agreement) under the Rights Agreement (such exemption, the “Rights Agreement Exemption”).

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17August 22, 20142012, between Company and X.X. Xxxxxx Xxxxxxx & Co. LLCSecurities LLC , as representative of the Initial Purchasers party theretothereto (the “Initial Purchaser”), is are true and correct and is 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 8(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 '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, 2013, 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 initial 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(181a(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 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. (h) No state or local (including any non-U.S. jurisdiction’s's) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17February 11, 20142013, between among Company and X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLCXxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is other than the representations set forth in Section 3(o), Section 3(r) and Section 3(s) of the Purchase Agreement, in each case, as such representations relate to the Transaction, are true and correct and is are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the Trade Date, the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 8(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, 2013, 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 initial Maximum Number of Shares (the “Warrant Shares”) have been reserved for issuance by all required corporate action of Company. The Warrant Shares have been {00050289;1} 9 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, 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 SharesCompany. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

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 June 17February 13, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party theretothereto (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 8(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 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, 20132012, 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 initial 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 1721, 20142023, between among Company and Xxxxxx Xxxxxxx & Co. LLC, X.X. Xxxxxx Securities LLC and BofA Securities, Inc., as representative representatives of the initial purchasers party thereto (the “Initial Purchasers party theretoPurchasers”), is are true and correct and is are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer Dealer, instead of and notwithstanding Company’s representations and warranties in Section 3(a) (other than Section 3(a)(i)) of the Agreement, on the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 8(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 (A) the certificate articles of incorporation or by‑laws by-laws (or any equivalent documents) of Company, or (B) any applicable law or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or (C) any agreement or instrument filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, 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, except for any such conflicts, breaches, defaults or lien creations in the cases of clause (C) above that would not adversely affect the ability of Company to fulfill its obligations under this 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 initial 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, 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 aware of any material non-public information with respect to Company or the Shares. (h) No 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 nature of Issuer’s business 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. (i) 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.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby warrants and represents to Agent, and, each request to issue Commercial Paper Notes shall constitute Company's continuing warranty 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 June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLCrepresentation, as representative of the Initial Purchasers party thereto, 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 8(d), at all times until termination of the Transaction, thatfollows: (a) This Agreement is, and all Commercial Paper Notes delivered to Agent pursuant to this Agreement will be, duly authorized, executed and delivered by Company. Agent's appointment to act for Company hereunder is duly authorized by Company. (b) The issuance and delivery of the Commercial Paper Notes will not violate any state or federal law and the Commercial Paper Notes do not require registration under the Securities Act of 1933, as amended. (c) This Agreement constitutes, and the Commercial Paper Notes, when completed, countersigned, and delivered pursuant hereto, will constitute, Company's legal, valid and binding obligations enforceable against Company in accordance with their terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity. (d) Company is a corporation duly organized and validly existing under the laws of Delaware [SPECIFY STATE/COUNTRY OF INCORPORATION] and no liquidation, dissolution, bankruptcy, windup or similar proceedings have been instituted with respect to Company. ​ ​ (e) Company has, and at all relevant times has had, all necessary corporate power and authority to execute, deliver and perform its obligations in respect of this Agreement and to issue 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, 2013, 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 initial Maximum Number of Shares (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 amendedCommercial Paper Notes. (f) Company is an “eligible contract participant,” as such term is defined in Section 1a(18) has taken all actions which are required for the authorization of the Commodity Exchange Actissuance of the Commercial Paper Notes, as amendedand for the authorization, execution, delivery and performance of this Agreement, and such actions do not require the approval or consent of any holder or trustee of any indebtedness or obligations of Company. (g) The issuance of Commercial Paper Notes by Company is not, on the date hereof, in possession (i) does not and will not contravene any provision of any material non-public information with respect governmental law, regulation or rule applicable to Company Company, and (ii) does not and will not conflict with, breach or contravene the Shares.provisions of any contract or other instrument binding upon Company. ​ (h) No state or local (including any non-U.S. jurisdiction’sEach instruction given to Agent in accordance with Section 5 hereof shall constitute a representation and warranty by Company that the issuance and delivery of such Commercial Paper Note(s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) Company (A) is capable of evaluating investment risks independently, both in general have been duly 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 $50 million.validly authorized by Company. ​

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Dealer that each the Stockholders as follows as of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 hereof and as of the Premium Payment Date and, Closing (as defined in the case of the representations in Section 8(d), at all times until termination of the Transaction, that:Merger Agreement): (a) the Company is a corporation duly organized and validly existing under the laws of Delaware and has all necessary requisite corporate power and authority to executeexecute and deliver this Agreement and to consummate the transactions contemplated hereby, deliver and perform its obligations in respect of has taken all necessary corporate action to authorize the Transaction; such execution, delivery and performance have been duly authorized by all necessary corporate action on Company’s part; and of this Confirmation Agreement; (b) this Agreement has been duly and validly authorized, executed and delivered by Company the Company, and constitutes its the legal, valid and binding obligationobligation of the Company, enforceable against the Company in accordance with its terms, subject to except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other laws of general application affecting enforcement of creditors’ rights generally and remedies generally, and subject, as to enforceability, to general principles (ii) the availability of equity, including principles the remedy of commercial reasonableness, good faith and fair dealing (regardless specific performance or injunctive or other forms of whether enforcement is sought in a proceeding at law or in equity) and except that rights to indemnification and contribution hereunder equitable relief may be limited by federal or state securities laws or public policy relating thereto.subject to equitable defenses and would be subject to the discretion of the court before which any proceeding therefor may be brought; (bc) Neither 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 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 regulationa default under, or conflict with, any ordermaterial contract, writtrust, injunction commitment, agreement, understanding, arrangement or decree restriction 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, 2013, as updated by any subsequent filings, kind to which the 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 the Company’s assets are bound. Except as 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 initial Maximum Number of Shares (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, Agreement and the issuance of Merger Agreement, 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, hereby will not be required violate, or require any consent, approval, or notice under, any provision of any judgment, order, decree, statute, law, rule or regulation applicable to register as an “investment company,” as such term is defined in the Investment Company Act of 1940, as amended.Company; and (fd) 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 no claim, action, suit, proceeding, arbitration, investigation or inquiry before any material non-public information with respect to Company or the Shares. (h) No state or local (including any non-U.S. jurisdiction’s) lawGovernmental Entity is now pending or, rule, regulation or regulatory order applicable to the Shares as a result actual knowledge of the nature Company, threatened, against or relating the Company which would prohibit or adversely affect the ability of Issuer’s business would give rise the Company to any reporting, consent, registration consummate 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) Sharesperform the transactions contemplated by this Agreement. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17[ ], 20142022, between Company and [X.X. Xxxxxx Xxxxxxx & Co. LLCSecurities LLC and BofA Securities, Inc.], as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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 most recently filed Annual Report on Form 10-K for the year ended December 31, 2013K, 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; 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 financial institutions and/or broker-dealers. (d) 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. (e) A number of Shares equal to the initial 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, 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 nonpublic information with respect to Company or the Shares. (h) No To 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 nature of Issuer’s business 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) SharesShares in connection with the Transaction. (i) 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.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that 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 nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities 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; (iv) each of the representations Transaction Documents and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)transactions contemplated hereby and thereby, dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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 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, 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, 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 contained, at the time they were filed, 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 in other document prior to the creation expiration of any lien undersuch extension; (x) Company is not, nor has it ever been, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act; (xi) with respect to any brokerage 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 agreement Broker Fees will be made in full compliance with all applicable laws and regulations and only to a person or instrument. that is a registered investment adviser or registered broker-dealer; (cxii) No consent, approval, authorization, Investor shall have no obligation with respect to any Broker 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 or performance by Company Investor’s employees, officers, directors, stockholders, managers, members, agents, and partners, and their respective affiliates, from and against all claims, losses, damages, costs (including the costs of this Confirmation, except such as have been obtained or made preparation 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 initial Maximum Number of Shares (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 cashattorneys’ fees) and otherwise as contemplated by expenses suffered in respect of any such claimed or existing Broker Fees; (xiii) when issued, the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, Conversion Shares will be duly authorized, validly issued, 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 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that 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 nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities 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; (iv) each of the representations Transaction Documents and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)transactions contemplated hereby and thereby, dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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 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, 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, 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 contained, at the time they were filed, 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 in other document prior to the creation expiration of any lien undersuch extension; (x) Company is not, nor has it ever been, 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 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 or performance by Company 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 this Confirmation, except such as have been obtained or made preparation 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 initial Maximum Number of Shares (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 cashattorneys’ fees) and otherwise as contemplated by expenses suffered in respect of any such claimed or existing fees (other than an Investor’s Fee, if any), and (xiii) when issued, the terms of the Warrants following the exercise of the Warrants in accordance with the terms and conditions of the Warrants, Conversion Shares will be validly issued, 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 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17November 12, 20142018, between Company and Xxxxxxx Lynch, Pierce, Xxxxxx Xxxxxxx & Co. LLCXxxxx Incorporated, as representative of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is are hereby deemed to be repeated to Dealer as if set forth hereinherein except to the extent that such representation 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 their 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 8(d), at all times until termination of the Transaction, that: (a) This Confirmation has been duly authorized, executed and delivered by Company has and is enforceable against Company in accordance with its terms, except, in each case, as the enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all necessary corporate power laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting enforcement of creditors’ rights generally and authority except as enforcement thereof is subject to execute, deliver and perform its obligations general principles of equity (regardless of whether enforcement is considered in respect of the Transaction; such a proceeding in equity or at law). (b) The execution, delivery and performance of this Confirmation and the consummation of the Transaction contemplated hereby 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 do not and binding obligationwill not, enforceable against Company in accordance whether with its termsor without the giving of notice or passage of time or both, 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 constitute a breach of the certificate of incorporation or by‑laws (or any equivalent documents) of Companyof, or any applicable law default or regulation, or any order, writ, injunction or decree of any court or governmental authority or agency, or any agreement or instrument filed Repayment Event (as an exhibit to Company’s Annual Report on Form 10-K for defined in the year ended December 31, 2013, 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 Purchase Agreement) under, or result in the creation or imposition of any lien underlien, charge or encumbrance upon any properties or assets of Company or any subsidiary thereof pursuant to the Agreements and Instruments (as defined in the Purchase Agreement), except for such agreement conflicts, breaches, defaults or instrumentRepayment Events (as defined in the Purchase Agreement) or liens, charges or encumbrances that would not, singly or in the aggregate, result in a Material Adverse Effect (as defined in the Purchase Agreement), nor will such action result in any violation of (a) the provisions of the charter, by-laws or similar organizational document of Company or any of its subsidiaries or (b) any law, statute, rule, regulation, judgment, order, writ or decree of any Governmental Entity (as defined in the Purchase Agreement), except, in the case of clause (b) above, for such violations that would not, singly or in the aggregate, result in a Material Adverse Effect (as defined in the Purchase Agreement). (c) No consentfiling with, or authorization, approval, authorizationconsent, license, order, registration, qualification or order decree of, any Governmental Entity (as defined in the Purchase Agreement) is necessary or filing with, any governmental agency required for the performance by Company of its obligations hereunder or body the consummation of the Transaction contemplated by this Confirmation or any court is required in connection with for the due execution, delivery or and performance by Company of this Confirmation, except such as have been already obtained and excluding any filing, authorization, approval, consent, license, order, registration, qualification or made and such decree the failure of which to obtain or make would not have a Material Adverse Effect (as may be required under defined in the Securities Act of 1933, as amended (the “Securities Act”) or state securities lawsPurchase Agreement). (d) A number of Shares equal to the initial 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, 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million. (j) 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. (k) Company has received and read the OTC Options Risk Disclosure Statement and a copy of the most recent disclosure pamphlet prepared by The Options Clearing Corporation entitled “Characteristics and Risks of Standardized Options”.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that 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 nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities 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; (iv) each of the representations Transaction Documents and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)transactions contemplated hereby and thereby, dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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 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, 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, 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 contained, at the time they were filed, 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 in other document prior to the creation expiration of any lien undersuch extension; (x) Company is not, nor has it ever been, 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 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 existing fees (other than an Investor’s Fee, if any), and (xiii) when issued, each 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 initial Maximum Number of Shares (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 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 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. The Company hereby represents and warrants to Dealer that each the Seller as of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 hereof and as of the Premium Payment Closing Date and, in the case of the representations in Section 8(d), at all times until termination of the Transaction, thatas follows: (a) The Company has all necessary corporate power is a corporation duly organized, validly existing, and authority to execute, deliver and perform its obligations in respect good standing under the laws of the Transaction; such executionState of Delaware; (b) This Agreement constitutes a legal, 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 obligationobligation of Company, enforceable against Company in accordance with its terms, subject to applicable except as enforceability may be affected by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar laws affecting or by legal or equitable principles related to or limiting 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.; (bc) Neither The Company has the execution corporate power and authority to enter into this Agreement and the transactions contemplated hereby have been duly authorized by all necessary corporate action of Company; (d) The execution, delivery and performance of this Confirmation nor Agreement by the incurrence or performance Company and the consummation of obligations of Company hereunder the transactions contemplated hereby will conflict with or not result in a breach or violation by Company of, or constitute a default by the Company under any of the certificate of incorporation or by‑laws (its governing documents or any equivalent documents) of Companyjudgment, or any applicable law or regulationdecree, or any order, writgovernmental permit, injunction license, agreement, indenture, instrument, statute, rule 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, 2013, as updated by any subsequent filings, regulation to which Company it or any of its subsidiaries is a party or by which Company it or any of its subsidiaries is bound or to which Company any of its or any of its subsidiaries subsidiaries’ properties or assets is subject, in each case, other than any breach, violation or constitute a default underthat would not materially impair the ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated hereby, and no authorization, approval or result in the creation of any lien under, any such agreement or instrument. (c) No consent, approvalexcept to the extent obtained, authorization, or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or and performance by the Company of this Confirmation, except such as have been obtained Agreement 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 initial Maximum Number of Shares (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; (e) The Company will have as of the Closing Date legally available funds sufficient to consummate the transactions contemplated by this Agreement. After giving effect to the transactions contemplated hereby, the Company will not have adequate surplus and the transactions contemplated hereby will be required to register as an “investment company,” as such term is defined in compliance with Section 160 of the Investment Company Act of 1940, as amended.Delaware General Corporation Law; (f) Both immediately prior to and after giving effect to the transactions contemplated hereby, the Company is an shall be Solvent (as defined below). For purposes of this Agreement, the term “eligible contract participant,Solvent” means that, as such term is defined in Section 1a(18) of the Commodity Exchange Actapplicable time of determination, as amended. (g) the Company is notand its subsidiaries, on the date hereof, in possession of any material non-public information with respect to Company or the Shares. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares taken as a result of the nature of Issuer’s business would give rise to any reportingwhole, 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. (i) Company (A) is capable of evaluating investment risks independently, both in general and with regard are able to all transactions and investment strategies involving a security or securitiespay their respective debts as they become due; (B) will exercise independent judgment in evaluating own property which has a fair value greater than the recommendations amounts required to pay their respective debts (including a reasonable estimate of any broker-dealer or its associated persons, unless it has otherwise notified the broker-dealer in writingamount of all contingent liabilities); and (C) has total assets have adequate capital to carry on their respective businesses. No transfer of at least $50 million.property is being made and no obligation is being incurred in connection with the transactions contemplated by this Agreement with the intent to hinder, delay or defraud either present or future creditors of the Company or its subsidiaries;

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that 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 nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities 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; (iv) each of the representations Transaction Documents and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)transactions contemplated hereby and thereby, dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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 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, 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, 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 or any of its subsidiaries is subject, or constitute a default under, or result assets (except in the creation case of any lien under, any such agreement or instrument. paragraphs (b) and (c) No consentabove for such conflicts, approvalbreaches, or defaults as would not, individually or in the aggregate, have a material adverse effect on the business, properties, assets, liabilities, operations, results of operations, condition (financial or otherwise) or prospects of the Company and its subsidiaries, taken as a whole, or on the transactions contemplated hereby); (vii) no further authorization, approval or order ofconsent of any court, governmental body, regulatory agency, self-regulatory organization, or filing withstock exchange or market or the stockholders or any lender of Company is required to be obtained by Company for the issuance of the Securities to Investor; (viii) none of Company’s filings with the SEC contained, at the time they were filed, any governmental agency untrue statement of a material fact or body 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) the Company is current in its reporting requirements under the 1934 Act; (x) Company is not, nor has it ever been, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) under the 1933 Act, or if it has been a “Shell Company” it filed more than 12 months ago “Form 10 information” with the SEC reflecting that the Company ceased to be a “Shell Company”; (xi) Company has taken no action which would give rise to any court is required 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 agreement or arrangement entered into by Investor without the knowledge of Company (an “Investor’s Fee”), Investor shall have no obligation with respect to such 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 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 reasonable attorneys’ fees) and expenses suffered in respect of any such claimed or performance by Company existing fees (other than an Investor’s Fee, if any), and (xiii) when issued, each 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 initial Maximum Number of Shares (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 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 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17January [ ], 20142021, between Company and X.X. Xxxxxx Xxxxxxx & Co. LLCSecurities LLC and BofA Securities, Inc., as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is are true and correct and is 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 8(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 most recently filed Annual Report on Form 10-K for the year ended December 31, 2013K, 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; 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 financial institutions and/or broker-dealers. (d) 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. (e) A number of Shares equal to the initial 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, 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 nonpublic information with respect to Company or the Shares. (h) No To 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 nature of Issuer’s business 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) SharesShares in connection with the Transaction. (i) 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.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer Parent that each of the representations and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(d), at all times until termination of the Transaction, that: (a) Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all necessary the corporate power and authority to execute, deliver enter into this Agreement and perform to carry out its obligations in respect hereunder; (b) the execution and delivery of this Agreement by Company and the consummation by Company of the Transaction; such execution, delivery and performance transactions contemplated hereby have been duly authorized by all necessary corporate action on Company’s partthe part of Company and no other corporate proceedings on the part of Company are necessary to authorize this Agreement or any of the transactions contemplated hereby; and (c) this Confirmation Agreement has been duly and validly executed and delivered by Company and constitutes its a valid and binding obligationobligation of Company, and, assuming this Agreement constitutes a valid and binding obligation of Parent, enforceable against Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium except as enforceability may be limited by bankruptcy and similar other laws affecting creditors’ the rights and remedies generally, of creditors generally and subject, as to enforceability, to general principles of equity; (d) Company has taken all necessary corporate action to authorize and 3 reserve for issuance and to permit it to issue, including principles upon exercise of commercial reasonablenessthe Company Option, good faith and fair dealing (regardless at all times from the date hereof through the expiration of whether enforcement is sought in a proceeding at law or in equity) and except the Company Option will have reserved, that rights number of unissued Company Shares that are subject to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating thereto. (b) Neither the execution Company Option, all of which, upon their issuance and delivery in accordance with the terms of this Confirmation nor the incurrence or performance of obligations of Company hereunder Agreement, will conflict with or result in a breach be validly issued, fully paid and nonassessable; (e) upon delivery of the certificate Company Shares to Parent upon the exercise of incorporation or by‑laws (or any equivalent documents) the Company Option, Parent will acquire the Company Shares free and clear of Companyall claims, or any applicable law or regulationliens, or any ordercharges, writ, injunction or decree encumbrances and security interests 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, 2013, 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. nature whatsoever; (cf) 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 execution and delivery of Shares equal to the initial Maximum Number of Shares (the “Warrant Shares”) have been reserved for issuance this Agreement 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-assessableCompany does not, and the issuance performance of this Agreement by Company will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation or the loss of a benefit under, or the creation of a lien, pledge, security interest or other encumbrance on assets pursuant to (any such conflict, violation, default, right of termination, cancellation or acceleration, loss or creation, a "Violation"), (A) any provision of the Warrant Shares will not be subject to any preemptive or similar rights. (e) Company is not and, after consummation Certificate 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 1940Incorporation, as amended. (f) Company is an “eligible contract participant,” as such term is defined in Section 1a(18) of the Commodity Exchange Act, or By-laws, as amended. , or the Rights Agreement, as amended, of Company or (B) any provisions of any material mortgage, indenture, lease, contract or other agreement, instrument, permit, concession, franchise, or license or (C) any judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Company or its properties or assets, which Violation, in the case of each of clauses (B) and (C), would have a Material Adverse Effect on Company; and (g) except as described in Section 2.3 of the Reorganization Agreement, the execution and delivery of this Agreement by Company is does not, on and the date hereofperformance of this Agreement by Company will not, in possession require any consent, approval, authorization or permit of, or filing with or notification to, any governmental or regulatory authority, other than applicable filings with and payment of any material non-public information fees to the Nasdaq National Market with respect to Company or the Shares. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result inclusion for quotation thereon of the nature additional shares of Issuer’s business 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) SharesCompany Common Stock which may be purchased hereunder. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that each Each of the representations and warranties of Company set forth in Section 1 3 of the Purchase Agreement (the “Purchase Agreement”), dated as of June 17February 11, 20142013, between among Company and X.X. Xxxxxx Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Co. LLCXxxxx Incorporated, as representative representatives of the Initial Purchasers party theretothereto (the “Initial Purchasers”), is other than the representations set forth in Section 3(o), Section 3(r) and Section 3(s) of the Purchase Agreement, in each case, as such representations relate to the Transaction, are true and correct and is are hereby deemed to be repeated to Dealer as if set forth herein. Company hereby further represents and warrants to Dealer on the Trade Date, the date hereof, on and as of the Premium Payment Date and, in the case of the representations in Section 8(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, {00000000;1} 9 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, 2013, 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 initial Maximum Number of Shares (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, 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 SharesCompany. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that 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 nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities 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; (iv) each of the representations Transaction Documents and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)transactions contemplated hereby and thereby, dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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 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, 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, 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 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 Securities 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 filing with the SEC under the 1934 Act; (xi) Company is not, and has not been at any time in the previous twelve (12) months, a “Shell Company,” as such type of “issuer” is described in Rule 144(i)(1) 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; (xiv) when issued, the Conversion Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; (xv) 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 initial Maximum Number of Shares (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 relying on any representation, warranty, covenant or promise of Investor or its officers, directors, members, managers, employees, agents or representatives other than as set forth in the Transaction Documents; and (xvi) Company has performed due diligence and background research on Investor and its affiliates including, without limitation, Xxxx X. Xxxx, and, after consummation to its satisfaction, has made inquiries with respect to all matters Company may consider relevant to the 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 matters described in subsection (xvi) above, acknowledges and agrees that such matters, or any similar matters, have no bearing on the transactions contemplated hereby, by the Transaction Documents and covenants and agrees it will not be required use any such information as a defense to register as an “investment company,” as performance of its obligations under the Transaction Documents or in any attempt to avoid, modify or reduce such term is defined in the Investment Company Act of 1940, as amended. (f) Company is an “eligible contract participant,” as obligations and shall not pay such term is defined in Section 1a(18) of the Commodity Exchange Act, as amended. (g) Company is not, on proceeds to any other party pursuant to any financing transaction effected prior to the date hereof, in possession of any material non-public information with respect to Company or the Shares. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company In order to induce Xxxxx Fargo to enter into this Amendment, each of Parent and XX Xxxxxxx 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 June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(d), at all times until termination of the Transaction, Xxxxx Fargo that: (a) Company has After giving effect to this Amendment, the representations and warranties contained in the Original Credit Agreement are true and correct in all necessary corporate power material respects with the same effect as though such representations and authority warranties had been made on and as of the date hereof and after giving effect to executethe amendments contemplated hereby, except to the extent such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and accurate in all material respects on and as of such earlier date) or changes resulting from transactions expressly permitted under the Credit Agreement or other Loan Documents. (b) Each such Person is duly authorized to execute and deliver this Amendment and is and will continue to be duly authorized to perform its obligations in respect under the Credit Agreement and the other Loan Documents to which it is a party and such Person is and will continue to be duly authorized to borrow under the Credit Agreement. Each such Person has duly taken all corporate action necessary to authorize the execution and delivery of this Amendment and to authorize the performance of their respective obligations hereunder. (c) The execution and delivery by such Person of this Amendment, the performance by it of its obligations hereunder and the consummation of the Transaction; such executiontransactions contemplated hereby do not and will not conflict with any provision of law, delivery and performance statute, rule or regulation or of its articles of incorporation or bylaws, or of any agreement, judgment, license, order or permit applicable to or binding upon it. Except for those which have been duly authorized by all necessary corporate action on Company’s part; obtained and this Confirmation has been are in full (d) When duly and validly executed and delivered by Company and constitutes its valid delivered, this Amendment will be a legal and binding obligationinstrument and agreement of Company, enforceable against Company in accordance with its terms, subject to applicable except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and similar laws affecting applying to creditors’ rights generally and remedies generally, and subject, as to enforceability, to general by 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 equity applying to creditors’ rights to indemnification and contribution hereunder may be limited by federal or state securities laws or public policy relating theretogenerally. (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, 2013, 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 initial Maximum Number of Shares (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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.

REPRESENTATIONS AND WARRANTIES OF COMPANY. Company hereby represents and warrants to Dealer that 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 nature of the business conducted or property owned by it makes such qualification necessary; (iii) Company has registered its Common Stock under Section 12(g) of the Securities 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; (iv) each of the representations Transaction Documents and warranties of Company set forth in Section 1 of the Purchase Agreement (the “Purchase Agreement”)transactions contemplated hereby and thereby, dated as of June 17, 2014, between Company and Xxxxxx Xxxxxxx & Co. LLC, as representative of the Initial Purchasers party thereto, 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 8(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 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, 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 filed as an exhibit to Company’s Annual Report on Form 10-K for the year ended December 31, 2013, as updated by any subsequent filings, 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 contained, at the time they were filed, 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 in other document prior to the creation expiration of any lien undersuch extension; (x) Company is not, nor has it ever been, 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 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 existing fees (other than an Investor’s Fee, if any), and (xiii) when issued, each of this Confirmation, except such as have been obtained or made and such as may be required under the Securities Act of 1933(including, as amended (without limitation, the “Securities Act”) or state securities laws. (d) A number of Shares equal to the initial Maximum Number of Shares (the “Warrant Conversion 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 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 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. (h) No state or local (including any non-U.S. jurisdiction’s) law, rule, regulation or regulatory order applicable to the Shares as a result of the nature of Issuer’s business 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. (i) 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 $50 million.