Common use of Representations, Warranties and Acknowledgments Clause in Contracts

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information all reports and other documents filed by Buyer with respect the SEC pursuant to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents), do not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they are made, not misleading and (B) Buyer agrees not to alter or deviate from the terms of this Agreement the Transaction or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreementthe Transaction; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement Transaction to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares), in each case in violation of the Exchange Act; and (viv) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this AgreementConfirmation, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account, except as provided in Sections 7 and 8, if applicable. All of the actions to be taken by Seller in connection with this Agreement, the Transaction shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer, except as specifically provided herein.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) (other than, for the avoidance of doubt, the Other ASR Transaction) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that the Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) It is the intent of the parties that this Confirmation and this Transaction comply with the requirements of Rule 10b5-1(c)(1)(i) (A) and (B) of the Exchange Act. The parties agree that the Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer the Company is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) It is the intent of the parties that this Confirmation and this Transaction comply with the requirements of Rule 10b5-1(c)(1)(i) (A) and (B) of the Exchange Act. The parties agree that the Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents Assignor and Assignee each represents, warrants and acknowledges to Seller thatLandlord as follows: (i) No money or other consideration has been or will be paid or given to Assignor by Assignee for this assignment or the right to use or occupy the Premises. (ii) This Agreement embodies the complete and entire agreement between Assignor and Assignee with respect to the assignment of the Lease. (iii) All landlord work required pursuant to the Lease has been satisfactorily completed and there are no concessions, inducements or work to which the tenant under the Lease is entitled (except that Assignor does not herein waive or release any claims, rights, causes of action or defenses it may have relating to a construction allowance in the amount of $1,275,720 which Assignor claims is due to it pursuant to the PBI Letter). (iv) To the best of Assignor's and Assignee's knowledge, and subject to the provisions of Paragraph 4(a)(iii) above, (X) Landlord is not in default in the performance or observance of any of the terms, covenants, conditions or obligations on Landlord's part to be performed or observed under the Lease, (Y) no event has occurred which with the giving of notice or the passage of time, or both, would constitute a default by Landlord under the terms of the Lease and (Z) there are no current rights of off-set, counterclaims, or credits against rent or other charges under the Lease. (v) Except for this Agreement and the written instruments comprising the Lease (as defined above), there are not, as of the date hereof, any amendments, modifications, written instruments or other oral or written agreements which amend or modify the Buyer provisions of the Lease. (Avi) Assignee acknowledges that Assignee is not in possession fully familiar with the condition of any material, non-public information with respect to the Buyer or any of its securitiesPremises, and is entering into this Agreement agrees to accept possession thereof in good faith its "as is" condition on the Effective Date. Assignor's and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms Assignee's execution of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect shall be conclusive evidence as against both Assignee and Assignor that the Premises are in good and satisfactory condition at the time of such execution. (b) Landlord hereby represents and warrants to the Shares (including, without limitationAssignee and, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; clause (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program below, to repurchase Shares;Assignor, as follows: (iiii) the Buyer The Lease (except as modified hereby) is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or unmodified and in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans full force and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is effect as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (bii) Seller To the best of Landlord's knowledge, Assignor is not in default in the performance or observance of any of the terms, covenants, conditions or obligations on Assignor's part to be performed or observed under the Lease, (Y) no event has occurred which with the giving of notice or the passage of time, or both, would constitute a default by Assignor under the terms of the Lease and (Z) there are no current rights of off-set, counterclaims, or credits against rent or other charges under the Lease. (c) Landlord and Assignee mutually acknowledge that, except as may be expressly set forth herein, the Lease and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently Ninth Floor Lease represent separate and without any advance or subsequent consultation with the Buyerdistinct agreements and legal interests.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation and the performance of the obligations of Buyer hereunder have been authorized by all necessary corporate action of Buyer’s board of directors and/or an authorized committee of Buyer’s board or directors, and are authorized under the terms of Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant (it being understood that Buyer may continue to issue Shares or options in the Buyer’s ordinary course under its employee benefit plans and dividend reinvestment plan or other publicly disclosed transactioncompensation plans); (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and; (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As ; as used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy; and (vi) on the Trade Date, the Prepayment Date, the Initial Share Delivery Date and the Settlement Date, Buyer is not, or will not be, “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Buyer would be able to purchase the Shares hereunder in compliance with the corporate laws of the jurisdiction of its incorporation. (b) Each of Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, Seller as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, Agreement shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) It is the intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act, and the parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c), and Buyer shall not take any action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Buyer acknowledges and agrees that (A) Buyer does not have, and shall not attempt to exercise, any influence over how, when or whether Seller effects any purchases of Shares in connection with the Transaction, (B) during the period beginning on (but excluding) the date of this Confirmation and ending on (and including) the last Valuation Date, neither Buyer nor its officers or employees shall, directly or indirectly, communicate any information regarding Buyer or the Shares to any employee of Seller or its Affiliates responsible for trading the Shares in connection with the transactions contemplated hereby, (C) Buyer is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act and (D) Buyer will not alter or deviate from this Confirmation or enter into or alter a corresponding hedging transaction with respect to the Shares. Buyer also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Buyer or any officer or director of Buyer is aware of any material nonpublic information regarding Buyer or the Shares.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) (other than, for the avoidance of doubt, the Other ASR Transaction) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans, director compensation plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that the Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) It is the intent of the parties that this Confirmation and this Transaction comply with the requirements of Rule 10b5-1(c)(1)(i) (A) and (B) of the Exchange Act. The parties agree that the Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) Seller and the Buyer each hereby acknowledges that nothing in this Agreement shall prohibit Buyer from engaging in open market repurchase programs or privately negotiated repurchases outside of any transactions that occur in connection with this Agreement. Seller shall have no control over any such open market repurchases and Buyer shall have full responsibility for ensuring that any such open market repurchases are executed in a manner consistent with any law, regulation or policy to which Buyer is subject. Seller shall have no responsibility to notify Buyer of any such open market repurchases.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) (other than, for the avoidance of doubt, the Other ASR Transaction) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans, director compensation plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer.

Representations, Warranties and Acknowledgments. (a) The Buyer Issuer hereby represents and warrants to Seller Dealer on the date hereof and on and as of the Initial Share Delivery Date that: (i) (A) None of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares as of the date hereof, open of business on the Buyer (A) is not in possession of any material, non-public information with respect to Exchange Business Day immediately following the Buyer or any of its securitiesTrade Date, and Issuer is entering into this Agreement the Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of federal securities laws, including, without limitation, Rule 10b5-1 of 10b-5 under the Exchange Act and (B) Issuer agrees not to alter or deviate from the terms of this the Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this the Agreement;. For the avoidance of doubt, the parties hereto acknowledge that entry into any Other Transaction shall not fall within the ambit of the previous sentence. Without limiting the generality of the foregoing, all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents) do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (ii) the The transactions contemplated by this Confirmation have been duly authorized under Buyerby Issuer’s publicly announced Board of Directors as part of a program to repurchase Shares;Shares that will be publicly announced at or prior to the open of business on the Exchange Business Day immediately following the Trade Date. (iii) the Buyer Issuer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction;securities. (iv) the Buyer Issuer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and) in violation of the federal securities laws. (v) There have been no purchases of Shares in Rule 10b-18 purchases of blocks pursuant to the Buyer once-a-week block exception contained in Rule 10b-18(b)(4) by or for Issuer or any of its affiliated purchasers during each of the four calendar weeks preceding the Trade Date and during the calendar week in which the Trade Date occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18). (vi) Issuer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer Issuer is not less than the total amount required to pay the liabilities of the Buyer Issuer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer Issuer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer Issuer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer Issuer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer Issuer is engaged and engaged, (E) the Buyer Issuer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer Issuer is or would become unable to satisfy, (F) Issuer is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and (G) Issuer would be able to purchase Shares with an aggregate purchase price equal to the Prepayment Amount in compliance with the corporate laws of the jurisdiction of its incorporation. (vii) Issuer is not, and after giving effect to 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. (viii) No state or local (including non-U.S. jurisdictions) law, rule, regulation or regulatory order applicable to the Shares would give rise to any reporting, consent, registration or other requirement (including without limitation a requirement to obtain prior approval from any person or entity) as a result of Dealer or its affiliates owning or holding (however defined) Shares. (ix) Issuer (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 50,000,000 as of the date hereof. (b) Seller Issuer acknowledges and agrees that the Buyer each hereby Initial Shares may be sold short to Issuer. Issuer further acknowledges and agrees that Dealer may purchase Shares in connection with the Transaction, which Shares may be used to cover all or a portion of such short sale or may be delivered to Issuer. Such purchases and any transactions other market activity by Seller in the Shares Dealer will be undertaken conducted independently of Issuer by Seller, as the case may be, Dealer as principal for its own account. All of the actions to be taken by Seller Dealer in connection with this Agreement, the Transaction shall be taken by Seller Dealer independently and without any advance or subsequent consultation with Issuer. It is the Buyer.intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act, and the parties agree that this Confirmation shall be interpreted to comply with the requirements of such Rule, and Issuer shall not take any action that results in the Transaction not so complying with such requirements. Without limiting the generality of the preceding sentence, Issuer acknowledges and agrees that (A) Issuer does not have, and shall not attempt to exercise, any influence over how, when or whether Dealer effects any market transactions in connection with the Transaction and (B) neither Issuer nor its officers or employees shall, directly or indirectly, communicate any information regarding Issuer or the Shares to any Trading Personnel. “Trading Personnel” means Xx. Xxxxxx Xxxxx, Xx. Xxxxxxx Xxxxx and any other principal, officer, director, employee or other agent or representative of Dealer, and any Affiliate of any of such principal, officer, director, employee, agent or representative, of the public side of the Equity Derivatives Group or the Special Equities Group of X.X. Xxxxxx Chase & Co. identified by Dealer to Issuer as such in writing; provided that Dealer may

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement“Rule 10b5-1”); (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares) for the purpose of inducing the purchase or sale of such securities by others; Seller acknowledges that the Buyer is relying on the accuracy of Seller’s representation in Section 12(c) in making the representation in this Section 12(a)(iv); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used solvent, and the Buyer is not, as of the date hereof, incurring an avoidable transfer as described in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable valueSection 548(a)(1)(B) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities Bankruptcy Code (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfydefined below). (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) Seller hereby represents and warrants to the Buyer that Seller is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares) for the purpose of inducing the purchase or sale of such securities by others; the Buyer acknowledges that Seller is relying on the accuracy of the Buyer’s representation in Section 12(a)(iv) in making the representation in this Section 12(c).

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: : (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; ; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; ; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; ; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. . (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, Seller as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer the Company is or would become unable to satisfy. (b) . Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation and the performance of the obligations of Buyer hereunder have been authorized by all necessary corporate action of Buyer’s board of directors and/or an authorized committee of Buyer’s board or directors, and are authorized under the terms of Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant (it being understood that Buyer may continue to issue Shares or options in the Buyer’s ordinary course under its employee benefit plans and dividend reinvestment plan or other publicly disclosed transactioncompensation plans); (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and; (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As ; as used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy; (vi) on the Trade Date, the Prepayment Date, the Initial Share Delivery Date and the Settlement Date, Buyer is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Buyer would be able to purchase the Shares hereunder in compliance with the corporate laws of the jurisdiction of its incorporation; and (vii) Buyer (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. (b) Each of Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, Seller as principal for its own account. All Except as expressly set forth herein, all of the actions to be taken by Seller in connection with this Agreement, Agreement shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) It is the intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act, and the parties agree that this Confirmation shall be interpreted to comply with the requirements of Rule 10b5-1(c). Without limiting the generality of the preceding sentence, Buyer acknowledges and agrees that (A) Buyer does not have, and shall not attempt to exercise, any influence over how, when or whether Seller effects any purchases of Shares in connection with the Transaction, (B) during the period beginning on (but excluding) the date of this Confirmation and ending on (and including) the last Valuation Date, neither Buyer nor its officers or employees shall, directly or indirectly, communicate any information regarding Buyer or the Shares to any employee of Seller or its Affiliates (such employee identified in writing by Seller) who is responsible for trading the Shares in connection with the transactions contemplated hereby, (C) Buyer is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act and (D) Buyer will not alter or deviate from this Confirmation or enter into or alter a “corresponding or hedging transaction” (within the meaning of Rule 10b5-1 under the Exchange Act) with respect to the Shares. Buyer also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Buyer or any officer or director of Buyer is aware of any material nonpublic information regarding Buyer or the Shares.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby Holder represents and warrants to Seller thatthe Company as follows: (ia) as Holder is duly organized, validly existing and in good standing under the laws of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any jurisdiction of its securities, formation; has all requisite power and authority to own or lease and operate its properties and to carry on its business as now conducted; and is entering into this Agreement duly qualified or licensed to do business as a foreign corporation, in good faith and not as part standing in all jurisdictions where the failure of a plan or scheme to evade which would materially adversely effect the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of Holder's business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller Holder has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to the Company so that it is capable of evaluating the merits and risks of its investment in the Company. (c) Holder understands that the Warrant Shares issuable upon exercise of the Warrant have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), and, as a result, the Warrant Shares may not be assigned, transferred or otherwise conveyed unless registered under the Securities Act or an exemption from such registration is available. (d) Holder understands that no public market now exists for any of the securities issued by the Company and that the Company has made no assurances that a public market will ever exist for the Company's securities. (e) Holder has had an opportunity to discuss the Company's business, management, and financial affairs with its management and the Buyer each hereby acknowledges opportunity to review the Company's facilities. It has also had an opportunity to ask questions of officers of the Company, which questions were answered to its satisfaction. It understands that any transactions by Seller in the Shares will be undertaken by Sellersuch discussions, as well as any written information issued by the case may beCompany, were intended to describe certain aspects of the Company's business and prospects but were not a thorough or exhaustive description. (f) This Agreement, when executed and delivered by the Holder, will constitute valid and legally binding obligations of the Holder. (g) The Company has not, and will not, incur, directly or indirectly, as principal for its own account. All a result of the actions to be any action taken by Seller the Holder, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer.

Representations, Warranties and Acknowledgments. (a) The Buyer Issuer hereby represents and warrants to Seller Dealer on the date hereof and on and as of the Initial Share Delivery Date that: (i) (A) None of Issuer and its officers and directors is aware of any material nonpublic information regarding Issuer or the Shares as of the date hereof, open of business on the Buyer (A) is not in possession of any material, non-public information with respect to Exchange Business Day immediately following the Buyer or any of its securitiesTrade Date, and Issuer is entering into this Agreement the Transaction in good faith and not as part of a plan or scheme to evade the prohibitions of federal securities laws, including, without limitation, Rule 10b5-1 of 10b-5 under the Exchange Act and (B) Issuer agrees not to alter or deviate from the terms of this the Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this the Agreement;. For the avoidance of doubt, the parties hereto acknowledge that entry into any Other Transaction shall not fall within the ambit of the previous sentence. Without limiting the generality of the foregoing, all reports and other documents filed by Issuer with the Securities and Exchange Commission pursuant to the Exchange Act when considered as a whole (with the more recent such reports and documents deemed to amend inconsistent statements contained in any earlier such reports and documents) do not contain any untrue statement of a material fact or any omission of a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading. (ii) the The transactions contemplated by this Confirmation have been duly authorized under Buyerby Issuer’s publicly announced Board of Directors as part of a program to repurchase Shares;Shares that will be publicly announced at or prior to the open of business on the Exchange Business Day immediately following the Trade Date. (iii) the Buyer Issuer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction;securities. (iv) the Buyer Issuer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and) in violation of the federal securities laws. (v) There have been no purchases of Shares in Rule 10b-18 purchases of blocks pursuant to the Buyer once-a-week block exception contained in Rule 10b-18(b)(4) by or for Issuer or any of its affiliated purchasers during each of the four calendar weeks preceding the Trade Date and during the calendar week in which the Trade Date occurs (“Rule 10b-18 purchase”, “blocks” and “affiliated purchaser” each being used as defined in Rule 10b-18). (vi) Issuer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer Issuer is not less than the total amount required to pay the liabilities of the Buyer Issuer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer Issuer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer Issuer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer Issuer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer Issuer is engaged and engaged, (E) the Buyer Issuer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer Issuer is or would become unable to satisfy. , (bF) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, Issuer is not “insolvent” (as the case may be, as principal for its own account. All such term is defined under Section 101(32) of the actions U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and (G) Issuer would be able to be taken by Seller purchase Shares with an aggregate purchase price equal to the Prepayment Amount in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation compliance with the Buyercorporate laws of the jurisdiction of its incorporation.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) Buyer (i) is an “institutional account” as defined in FINRA Rule 4512(c); (ii) is capable of evaluating investment risks independently, both in general and with regard to all transactions and investment strategies involving a security or securities, and will exercise independent judgment in evaluating the recommendations of Seller or its associated persons, unless it has otherwise notified Seller in writing; and (iii) will notify Seller if any of the statements contained in clause (i) or (ii) of this Section 12(c) ceases to be true.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation and the performance of the obligations of Buyer hereunder have been authorized by all necessary corporate action of Buyer’s board of directors and/or an authorized committee of Buyer’s board or directors, and are authorized under the terms of Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant (it being understood that Buyer may continue to issue Shares or options in the Buyer’s ordinary course under its employee benefit plans and dividend reinvestment plan or other publicly disclosed transactioncompensation plans); (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and; (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As ; as used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy; (vi) on the Trade Date, the Prepayment Date, the Initial Share Delivery Date, the Minimum Share Delivery Date and the Settlement Date, Buyer is not “insolvent” (as such term is defined under Section 101(32) of the U.S. Bankruptcy Code (Title 11 of the United States Code) (the “Bankruptcy Code”)) and Buyer would be able to purchase the Shares hereunder in compliance with the corporate laws of the jurisdiction of its incorporation; and (vii) Buyer (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. (b) Each of Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, Seller as principal for its own account. All Except as expressly set forth herein, all of the actions to be taken by Seller in connection with this Agreement, Agreement shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) It is the intent of the parties that the Transaction comply with the requirements of Rule 10b5-1(c)(1)(i)(B) of the Exchange Act, and the parties agree that this Confirmation and any Trade Notification shall be interpreted to comply with the requirements of Rule 10b5-1(c). Without limiting the generality of the preceding sentence, Buyer acknowledges and agrees that (A) Buyer does not have, and shall not attempt to exercise, any influence over how, when or whether Seller effects any purchases of Shares in connection with the Transaction, (B) during the period beginning on (but excluding) the date of this Confirmation and ending on (and including) the last Valuation Date, neither Buyer nor its officers or employees shall, directly or indirectly, communicate any information regarding Buyer or the Shares to any employee of Seller or its Affiliates (such employee identified in writing by Seller) who is responsible for trading the Shares in connection with the transactions contemplated hereby, (C) Buyer is entering into the Transaction in good faith and not as part of a plan or scheme to evade compliance with federal securities laws including, without limitation, Rule 10b-5 promulgated under the Exchange Act and (D) Buyer will not alter or deviate from this Confirmation or any Trade Notification or enter into or alter a “corresponding or hedging transaction” (within the meaning of Rule 10b5-1 under the Exchange Act) with respect to the Shares. Buyer also acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation or any Trade Notification must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c) under the Exchange Act. Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5 under the Exchange Act, and no such amendment, modification or waiver shall be made at any time at which Buyer or any officer or director of Buyer is aware of any material nonpublic information regarding Buyer or the Shares.

Representations, Warranties and Acknowledgments. (a) The Buyer Issuer hereby represents and warrants to Seller MSCO that: (i) as of the date hereof, the Buyer Issuer (A) is not in possession of any material, non-public information with respect to the Buyer Issuer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) (other than, for the avoidance of doubt, the Other ASR Transaction) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under BuyerIssuer’s publicly announced program to repurchase Shares; (iii) the Buyer Issuer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the BuyerIssuer’s employee benefit plans (including equity plans for directors and employees) and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer Issuer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate violate the price of the Shares (or any security convertible into or exchangeable for Shares)Exchange Act; and (v) the Buyer Issuer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer Issuer is not less than the total amount required to pay the liabilities of the Buyer Issuer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer Issuer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer Issuer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer Issuer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer Issuer is engaged and (E) the Buyer Issuer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer Issuer is or would become unable to satisfy. (b) Seller MSCO and the Buyer Issuer each hereby acknowledges that any transactions by Seller MSCO in the Shares will be undertaken by SellerMSCO, as the case may be, as principal for its own account. All of the actions to be taken by Seller MSCO in connection with this Agreement, shall be taken by Seller MSCO independently and without any advance or subsequent consultation with the BuyerIssuer. (c) It is the intent of the parties that this Confirmation and this Transaction comply with the requirements of Rule 10b5-1(c)(1)(i) (A) and (B) of the Exchange Act. The parties agree that the Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller as of the Trade Date that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement (x) to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or (y) in connection with a future issuance of securities securities, in either case, except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan in connection with a Compensatory Plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); (v) it will not be engaged in an “issuer tender offer” as such term is defined in Rule 13e-4 under the Exchange Act nor is it aware of any third party tender offer with respect to the Shares within the meaning of Rule 13e-1 under the Exchange Act; and (vvi) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer.

Representations, Warranties and Acknowledgments. (a) The Buyer Issuer hereby represents and warrants to Seller MSCO that: (i) as of the date hereof, the Buyer Issuer (A) is not in possession of any material, non-public information with respect to the Buyer Issuer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) (other than, for the avoidance of doubt, the Other ASR Transaction) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under BuyerIssuer’s publicly announced program to repurchase Shares; (iii) the Buyer Issuer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the BuyerIssuer’s employee benefit plans (including equity plans for directors and employees) and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer Issuer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate violate the price of the Shares (or any security convertible into or exchangeable for Shares)Exchange Act; and (v) the Buyer Issuer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer Issuer is not less than the total amount required to pay the liabilities of the Buyer Issuer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer Issuer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer Issuer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer Issuer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer Issuer is engaged and (E) the Buyer Issuer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer Issuer is or would become unable to satisfy. (b) Seller MSCO and the Buyer Issuer each hereby acknowledges that any transactions by Seller MSCO in the Shares will be undertaken by SellerMSCO, as the case may be, as principal for its own account. All of the actions to be taken by Seller MSCO in connection with this Agreement, shall be taken by Seller MSCO independently and without any advance or subsequent consultation with the BuyerIssuer. (c) It is the intent of the parties that this Confirmation and this Transaction comply with the requirements of Rule 10b5-1(c)(1)(i) (A) and (B) of the Exchange Act. The parties agree that the Agreement shall be interpreted to comply with the requirements of Rule 10b5-1(c).

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller as of the Trade Date that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement (x) to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or (y) in connection with a future issuance of securities securities, in either case, except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan in connection with a Compensatory Plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); (v) it will not be engaged in an “issuer tender offer” as such term is defined in Rule 13e-4 under the Exchange Act nor is it aware of any third party tender offer with respect to the Shares within the meaning of Rule 13e-1 under the Exchange Act; and (vvi) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) 10b5-1 Plan. (i) Each of MSCO and Issuer is entering into this Confirmation and the Transaction hereunder in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 under the Exchange Act (“Rule 10b5-1”) or any other antifraud or anti-manipulation provisions of the federal or applicable state securities laws and, with respect to Issuer, that it has not entered into or altered and will not enter into or alter any corresponding or hedging transaction or position with respect to the Shares. Each of MSCO and Issuer acknowledges that it is the intent of the parties that the Transaction entered into under this Confirmation comply with the requirements of paragraphs (c)(1)(i)(A) and (B) of Rule 10b5-1 and the Transaction entered into under this Confirmation be interpreted to comply with the requirements of Rule 10b5-1(c). (ii) Issuer will not seek to control or influence MSCO’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under the Transaction entered into under this Confirmation, including, without limitation, MSCO’s decision to enter into or unwind any Hedge Positions in respect of the Transaction. Issuer represents and warrants that it has consulted with its own advisors as to the legal aspects of its adoption and implementation of this Confirmation under Rule 10b5-1. (iii) Each of MSCO and Issuer hereby acknowledges and agrees that any amendment, modification, waiver or termination of this Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Issuer is aware of any material non-public information regarding Issuer or the Shares.

Representations, Warranties and Acknowledgments. (a) The Buyer hereby represents and warrants to Seller that: (i) as of the date hereof, the Buyer (A) is not in possession of any material, non-public information with respect to the Buyer or any of its securities, and is entering into this Agreement in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 of the Exchange Act and (B) agrees not to alter or deviate from the terms of this Agreement or enter into or alter a corresponding or hedging transaction or position with respect to the Shares (including, without limitation, with respect to any securities convertible or exchangeable into the Shares) during the term of this Agreement; (ii) the transactions contemplated by this Confirmation have been authorized under Buyer’s publicly announced program to repurchase Shares; (iii) the Buyer is not entering into this Agreement to facilitate a distribution of the Shares (or any security convertible into or exchangeable for Shares) or in connection with a future issuance of securities except pursuant to the Buyer’s employee benefit plans and dividend reinvestment plan or other publicly disclosed transaction; (iv) the Buyer is not entering into this Agreement to create actual or apparent trading activity in the Shares (or any security convertible into or exchangeable for Shares) or to manipulate raise or depress the price of the Shares (or any security convertible into or exchangeable for Shares); and (v) the Buyer is as of the date hereof, and after giving effect to the transactions contemplated hereby will be, Solvent. As used in this paragraph, the term “Solvent” means, with respect to a particular date, that on such date (A) the present fair market value (or present fair saleable value) of the assets of the Buyer is not less than the total amount required to pay the liabilities of the Buyer on its total existing debts and liabilities (including contingent liabilities) as they become absolute and matured, (B) the Buyer is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and commitments as they mature and become due in the normal course of business, (C) assuming consummation of the transactions as contemplated by this Agreement, the Buyer is not incurring debts or liabilities beyond its ability to pay as such debts and liabilities mature, (D) the Buyer is not engaged in any business or transaction, and does not propose to engage in any business or transaction, for which its property would constitute unreasonably small capital after giving due consideration to the prevailing practice in the industry in which the Buyer is engaged and (E) the Buyer is not a defendant in any civil action that could reasonably be expected to result in a judgment that Buyer is or would become unable to satisfy. (b) Seller and the Buyer each hereby acknowledges that any transactions by Seller in the Shares will be undertaken by Seller, as the case may be, Seller as principal for its own account. All of the actions to be taken by Seller in connection with this Agreement, shall be taken by Seller independently and without any advance or subsequent consultation with the Buyer. (c) Seller and the Buyer each hereby acknowledges that nothing in this Confirmation shall prohibit (i) Buyer from engaging in open market repurchase programs or privately negotiated repurchases prior to the last Valuation Date outside of any transactions that occur in connection with this Agreement and (ii) any transactions in the Shares that are effected by an “agent independent of the issuer” as defined in Rule 10b-18. Buyer hereby agrees that to the extent it will effect open market repurchases as described above, then Buyer shall (i) enter into an open market repurchase agreement engaging Seller as agent in connection with any such repurchases and (ii) shall only communicate any such open market repurchase orders to the “Designated Seller Personnel”. Designated Seller Personnel shall mean Xxxxxx Xxxxx (phone: 000-000-0000; email: Xxxxxx.Xxxxx@xxxxxxxxxxxxx.xxx) and Xxxxxxx Xxxxxxx (phone: 000-000-0000; email: Xxxxxxx.Xxxxxxx@xxxxxxxxxxxxx.xxx).