Common use of Transfer or Assignment Clause in Contracts

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this Confirmation. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (Limit, if any applies) applies (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting (other than on Schedule 13D or 13G) or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Seller Person, or could result in an adverse effect on a Seller Person, under any Applicable Restriction, as determined by Seller in its sole discretion, minus (B) 0.1% of the number of Shares outstanding.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (Limit, if any applies) applies (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.99.0%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company were not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule or regulation or regulatory order applicable to Company, organizational documents of Company or contracts binding upon Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that would give rise to reporting or registration obligations (other than filing Schedule 13D, Schedule 13G or Form 13F under the Exchange Act) of a Dealer Person, or would result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction to any affiliate of Dealer or any internationally recognized investment bank; provided, that, in each case, as a result of such transfer or assignment, (i) Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment and duties under this Confirmation(ii) such transferee provides either an IRS Form W-9 or W-8 (or successor form). If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of Warrants in accordance with the Transaction to a third party preceding sentence on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(l) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that gives rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act, in each case as in effect on the Trade Date) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in a material adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may transfer or assign all or any of its rights or obligations under the rights and duties under this ConfirmationTransaction (x) without Company’s consent, to any recognized dealer in over-the-counter derivatives in the United States or (y) with Company’s consent (not to be unreasonably withheld), to any other third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.99.0%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (Limit, if any applies) applies (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this Confirmation. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (Limit, if any applies) applies (any such condition described in clause (A) or (B), and “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each any of its affiliates or any other person subject to aggregation with Dealer for purposes of Shares with Seller the “beneficial ownership” test under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a Act, or any “group” (within the meaning of Rule 13d-5(b)(1) Section 13 of the Exchange Act) with Seller directly of which Dealer is or indirectly may be deemed to be a part beneficially own owns (as defined under within the meaning of Section 13 or of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules promulgated thereunder) (the “Seller Group” and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates (each, a “Designated Affiliate”) to purchase, sell, receive or deliver such Shares or other securities, or to make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company under this confirmation to the extent such Designated Affiliate so performs.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 16.3%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or to make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld; provided that Counterparty’s consent shall not be required for any transfer by Seller, in whole or in part, to an affiliate or successor of Seller. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any affiliate of Dealer, or (ii) with Company’s consent, transfer or assign all or any part of its rights and duties or obligations under this Confirmationthe Transaction to any other third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of Warrants in accordance with the Transaction to a third party preceding sentence on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each any of its affiliates or any other person subject to aggregation with Dealer for purposes of Shares with Seller the “beneficial ownership” test under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a Act, or any “group” (within the meaning of Rule 13d-5(b)(1) Section 13 of the Exchange Act) with Seller directly of which Dealer is or indirectly may be deemed to be a part beneficially own owns (as defined under within the meaning of Section 13 or of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules promulgated thereunder) (the “Seller Group” and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding (including, solely for such purpose, Shares that would be deemed outstanding pursuant to the last sentence of Rule 13d-3(d)(1)(i) as if such sentence were applicable to the calculation of clause (B) of the definition of Section 16 Percentage) on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that gives rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company only to the extent of any such performance.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or would result in a material adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, as a result of (w) a change of any law, rule, regulation or regulatory order applicable to Dealer in respect of which Dealer provides to Company, upon Company’s request, reasonable documentary evidence of such change in law, rule, regulation or regulatory order, (x) a material amendment to the formation documents of Company relating to ownership of Shares and/or Dealer’s hedging activity in the Shares or derivatives linked to the Shares, (y) a change in the legal form of Company or (z) a material change in the lines of business that results in Company being in a different industry category, in each case, occurring after the Trade Date, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations; provided that such delivery to such affiliate shall not cause Company to be required to pay the designee on any payment date an amount under Section 2(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such designation, except to the extent that the greater amount is due to a Change in Tax Law, that would result in an Indemnifiable Tax, after the date of such designation. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any affiliate of Dealer or any internationally recognized investment bank; provided that, in each case, such transferee provides either an IRS Form W-9 or W-8 (or successor form). If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.99.0%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of Warrants in accordance with the Transaction to a third party preceding sentence on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt the Company shall be able to settle any corresponding obligation in cash or in Shares, in its discretion and in accordance with the provisions of Section 9(j)). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each any of its affiliates or any other person subject to aggregation with Dealer for purposes of Shares with Seller the “beneficial ownership” test under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a Act, or any “group” (within the meaning of Rule 13d-5(b)(1) Section 13 of the Exchange Act) with Seller directly of which Dealer is or indirectly may be deemed to be a part beneficially own owns (as defined under within the meaning of Section 13 or of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and the rules promulgated thereunder) (the “Seller Group” and regulations thereunder results in a higher number, such higher number) and (B) the denominator of which is the number of Shares outstanding on such day. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filings of Form 13F, Schedule 13D or Schedule 13G under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller (i) Counterparty may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating or a rating for its long term, unsecured and duties under this Confirmationunsubordinated indebtedness that is equal to or better than Dealer’s long-term issuer rating or the rating for Dealer’s long-term, unsecured and unsubordinated indebtedness at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer (or its ultimate parent), or (B) if any Excess Ownership Position exists, with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives. Notwithstanding anything to the contrary set forth herein, no transfer or assignment by dealer shall be permitted to any third party unless such third party provides Counterparty with a duly executed IRS Form W-9 or applicable IRS Form W-8. (iii) If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.5%, (B) the Option Equity Percentage exceeds 14.5% or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Options to a third party financial institution pursuant to clause (ii)(B) of this Section 9(e) on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a portion payment shall be made pursuant to Section 6 of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Options equal to the number of Shares Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(l) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each any of its affiliates or any other person subject to aggregation with Dealer for purposes of Shares with Seller the “beneficial ownership” test under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a Act, or any “group” (within the meaning of Rule 13d-5(b)(1) Section 13 of the Exchange Act) with Seller directly of which Dealer is or indirectly may be deemed to be a part beneficially own owns (as defined under within the meaning of Section 13 or of the Exchange Act), without duplication, on such day (or, to the extent that for any reason the equivalent calculation under Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.the

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (it being understood that a partial transfer shall be of a pro rata portion of the entire Transaction) to any third party; provided that Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer and duties under this Confirmationassignment. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage with respect to any Shares comprising the Basket exceeds 9.97.5%, (B) the Warrant Equity Percentage with respect to any Shares comprising the Basket exceeds 14.5%, or (BC) the Share Amount of any Shares comprising the Basket exceeds the Applicable Share Limit (if any applies) with respect to such Shares (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A2) Company were the numerator of which is the number of Shares that Seller and each person subject sole Affected Party with respect to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) such partial termination and (B3) the denominator of which is the number of Shares outstanding.the

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (other than any Schedule 13D or Schedule 13G filing under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (Limit, if any applies) applies (any such condition described in clause (A) or (B), and “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion.

Transfer or Assignment. The Seller Counterparty may freely not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer, except that Counterparty may, without the prior written consent of Dealer, transfer its rights and obligations in connection with a Share-for-Share Merger Event to the entity that has become the Issuer as a result of such a Merger Event. Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction to any third party with a rating for its long term, unsecured and duties under this Confirmation. If at any time following the closing of the Business Combination at which unsubordinated indebtedness equal to or better than A- by Standard and Poor’s Rating Group, Inc. or its successor (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and “Excess Ownership PositionS&P”), Seller or A3 by Mxxxx’x Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and Dealer, provided that an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer of a sufficient number of Options to reduce (i) the “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of Counterparty’s outstanding Shares by Dealer and any person subject to aggregation with Dealer under such that no Excess Ownership Position existsSection 13 and such rules to 7.5% or less or (ii) the quotient of (x) the product of (a) the Number of Options and (b) the Option Entitlement divided by (y) the number of Counterparty’s outstanding Shares (such quotient expressed as a percentage, then Seller the “Option Equity Percentage”) to 14.5% or less, Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of this Transaction, such that (i) its “beneficial ownership” following such partial termination no Excess Ownership Position existswill be equal to approximately 7.5% and (ii) the Option Equity Percentage following such partial termination will be equal to approximately 14.5%. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion of the this Transaction, a portion payment shall be made pursuant to Section 6 of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (i) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the this Transaction and a Number of Shares Options equal to the number of Shares underlying the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 8(j) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Counterparty to the extent of any day is such performance. For the fractionavoidance of doubt, expressed as a percentage, as any payment made in accordance with this paragraph shall be determined by Seller, (A) solely on the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 basis of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1Fair Value Variables in accordance with Section 8(s) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstandingthis Confirmation.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this Confirmation, and Seller, Counterparty and Target will attempt to assign and novate their respective rights and obligations hereunder to one or more unaffiliated third parties such that Seller’s Section 16 Percentage does not exceed 9.9% on a post-Business Combination basis. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.0%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company were not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer and each “group” of which Dealer is a member or may be deemed a member, in each case, under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller thereunder, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that would, in the commercially reasonable judgment of the Calculation Agent, give rise to reporting or registration obligations (other than filing Schedule 13D, Schedule 13G or Form 13F under the Exchange Act), or would, in the commercially reasonable judgment of the Calculation Agent, result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by either party hereto without the prior written consent of the other party, subject to the following sentence. Seller and Counterparty will attempt to assign and novate their respective rights and obligations hereunder to one or more unaffiliated third parties such that Seller’s Section 16 Percentage does not exceed 9.9% on a post-Business Combination basis. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination at which Combination, (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (Limit, if any applies) applies (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), a Seller is unable to may (i) effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to such Seller and within a time period reasonably acceptable to such Seller such that no Excess Ownership Position exists, then Seller may exists or (ii) designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that a Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by such Seller, (A) the numerator of which is the number of Shares that a Seller and each person subject to aggregation of Shares with such Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with such Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties Transaction to any third party; provided, however, that the transferee or assignee shall not be entitled to receive any greater payment of additional amounts under this ConfirmationSection 2(d)(i)(4) of the Agreement than Dealer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the date of the transfer or assignment. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer, acting in good faith, may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 16.3%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.. The “Warrant Equity Percentage” as of any day

Transfer or Assignment. The Seller (i) Counterparty may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating or a rating for its long term, unsecured and duties under this Confirmationunsubordinated indebtedness that is equal to or better than Dealer’s long-term issuer rating or the rating for Dealer’s long-term, unsecured and unsubordinated indebtedness at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer (or its ultimate parent), or (B) if any Excess Ownership Position exists, with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives. Notwithstanding anything to the contrary set forth herein, no transfer or assignment by dealer shall be permitted to any third party unless such third party provides Counterparty with a duly executed IRS Form W-9 or applicable IRS Form W-8. (iii) If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.5%, (B) the Option Equity Percentage exceeds 14.5% or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Options to a third party financial institution pursuant to clause (ii)(B) of this Section 9(e) on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a portion payment shall be made pursuant to Section 6 of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Options equal to the number of Shares Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(l) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any nationally recognized third-party dealer in over-the-counter equity derivatives. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, 7.5% or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A) or (B), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company were not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer and each “group” of which Dealer is a member or may be deemed a member, in each case, under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller thereunder, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (other than reporting obligations under Section 13(d) of the Exchange Act) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any affiliate of Dealer, or (ii) with Company’s consent, transfer or assign all or any part of its rights and duties or obligations under this Confirmationthe Transaction to any other third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of Warrants in accordance with the Transaction to a third party preceding sentence on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.promulgated

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any affiliate of Dealer, or (ii) with Company’s consent, transfer or assign all or any part of its rights and duties or obligations under this Confirmationthe Transaction to any other third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of Warrants in accordance with the Transaction to a third party preceding sentence on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A2) Company were the sole Affected Party with respect to such partial termination and (3) the numerator Terminated Portion were the sole Affected Transaction (and, for the avoidance of which doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.Affected

Transfer or Assignment. The Seller may freely (i) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (A) to any affiliate of Dealer or (B) to any other third party with a long-term issuer rating (or to any other third party whose obligations are guaranteed by an entity with a long-term issuer rating) equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and duties under this Confirmation(2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by Mxxxx’x Investor Service, Inc. (“Mxxxx’x”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Counterparty and Dealer. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Forward Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a portion payment shall be made pursuant to Section 6 of the Shares with respect to the Transaction shall be delivered to Counterparty Master Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 7(f) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns,

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this Confirmation. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%the Section 16 Threshold, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Threshold” means (x) if Counterparty is a “foreign private issuer” for purposes of the Securities Act, infinity and (y) in all other cases, 9.9%. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation prior to the closing of the Business Combination. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.0%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company were not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer and each “group” of which Dealer is a member or may be deemed a member, in each case, under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller thereunder, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable

Transfer or Assignment. The Prior to the closing of the Purchase & Sale, the Seller may freely assign or transfer rights and duties under this Confirmation in whole or assign in part to any third party without the Counterparty’s consent. Following the closing of the Purchase & Sale, the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination Purchase & Sale at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (Limit, if any applies) applies (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting (other than on Schedule 13D or 13G) or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Seller Person, or could result in an adverse effect on a Seller Person, under any Applicable Restriction, as determined by Seller in its sole discretion, minus (B) 0.1% of the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations (except for any filings of Schedule 13D or Schedule 13G under the Exchange Act or any other filing obligations applicable as of the date hereof) or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 16.3%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Dealer in its reasonable discretion. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that could give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a Dealer Person, or could result in an adverse effect on a Dealer Person, under any Applicable Restriction, as determined by Dealer in its reasonable {00050288;1} 11 discretion, minus (B) 1% of the number of Shares outstanding. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Dealer to purchase, sell, receive or deliver any Shares or other securities, or to make or receive any payment in cash, to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities, or make or receive such payment in cash, and otherwise to perform Dealer’s obligations in respect of the Transaction and any such designee may assume such obligations. Dealer shall be discharged of its obligations to Company to the extent of any such performance.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties Transaction to any third party; provided, however, that the transferee or assignee shall not be entitled to receive any greater payment of additional amounts under this ConfirmationSection 2(d)(i)(4) of the Agreement than Dealer would have been entitled to receive, except to the extent such entitlement to receive a greater payment results from a Change in Tax Law that occurs after the date of the transfer or assignment. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer, acting in good faith, may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A2) Company were the sole Affected Party with respect to such partial termination and (3) the numerator Terminated Portion were the sole Affected Transaction (and, for the avoidance of which doubt, the provisions of Section 9(j) shall apply to any amount that is the number of Shares that Seller and each person subject payable by Company to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (Dealer pursuant to this sentence as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.if Company was not the

Transfer or Assignment. The Seller (i) Counterparty may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating or a rating for its long term, unsecured and duties under this Confirmationunsubordinated indebtedness that is equal to or better than Dealer’s long-term issuer rating or the rating for Dealer’s long-term, unsecured and unsubordinated indebtedness at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer (or its ultimate parent), or (B) if any Excess Ownership Position exists, with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives. Notwithstanding anything to the contrary set forth herein, no transfer or assignment by dealer shall be permitted to any third party unless such third party provides Counterparty with a duly executed IRS Form W-9 or applicable IRS Form W-8. (iii) If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.5%, (B) the Option Equity Percentage exceeds 14.5% or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Options to a third party financial institution pursuant to clause (ii)(B) of this Section 9(e) on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.an

Transfer or Assignment. The Seller (i) Counterparty may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating or a rating for its long term, unsecured and duties under this Confirmationunsubordinated indebtedness that is equal to or better than Dealer’s long-term issuer rating or the rating for Dealer’s long-term, unsecured and unsubordinated indebtedness at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer (or its ultimate parent), or (B) if any Excess Ownership Position exists, with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives. Notwithstanding anything to the contrary set forth herein, no transfer or assignment by dealer shall be permitted to any third party unless such third party provides Counterparty with a duly executed IRS Form W-9 or applicable IRS Form W-8. (iii) If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.5%, (B) the Option Equity Percentage exceeds 14.5% or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Options to a third party financial institution pursuant to clause (ii)(B) of this Section 9(e) on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a portion payment shall be made pursuant to Section 6 of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Options equal to the number of Shares Options underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the numerator Terminated Portion were the sole Affected Transaction (and, for the avoidance of which is doubt, the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.provisions of

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.0%, (B) the Warrant Equity Percentage exceeds 14.5%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company were not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer and each “group” of which Dealer is a member or may be deemed a member, in each case, under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller thereunder, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction to any third party. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.5%, (B) the Warrant Equity Percentage exceeds 16.3%, or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person subject to aggregation of Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.. The “Warrant Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (1) the product of the Number of Warrants and the Warrant Entitlement and (2) the aggregate number of Shares underlying any other warrants purchased by Dealer from Company, and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Dealer and any person whose ownership position would be aggregated {00050289;1} 11

Transfer or Assignment. The Seller (i) Counterparty may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. (ii) Dealer may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (A) to any affiliate of Dealer (1) that has a long-term issuer rating or a rating for its long term, unsecured and duties under this Confirmationunsubordinated indebtedness that is equal to or better than Dealer’s long-term issuer rating or the rating for Dealer’s long-term, unsecured and unsubordinated indebtedness at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer (or its ultimate parent), or (B) if any Excess Ownership Position exists, with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives. Notwithstanding anything to the contrary set forth herein, no transfer or assignment by dealer shall be permitted to any third party unless such third party provides Counterparty with a duly executed IRS Form W-9 or applicable IRS Form W-8. (iii) If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98.5%, (B) the Option Equity Percentage exceeds 14.5% or (BC) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Options to a third party financial institution pursuant to clause (ii)(B) of this Section 9(e) on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a portion payment shall be made pursuant to Section 6 of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Options equal to the number of Shares Options underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(l) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each any of its affiliates or any other person subject to aggregation with Dealer for purposes of Shares with Seller the “beneficial ownership” test under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a Act, or any “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.Xxxxxxx 00 xx xxx

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (it being understood that a partial transfer shall be of a pro rata portion of the entire Transaction) to any third party; provided that Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer and duties under this Confirmationassignment. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage with respect to any Shares comprising the Basket exceeds 9.97.5%, (B) the Warrant Equity Percentage with respect to any Shares comprising the Basket exceeds 14.5%, or (BC) the Share Amount of any Shares comprising the Basket exceeds the Applicable Share Limit (if any applies) with respect to such Shares (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section 9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). Dealer shall notify Company of an Excess Ownership Position with respect to which it intends to seek to effect a transfer or assignment as soon as reasonably practicable after becoming aware of such Excess Ownership Position. The “Section 16 Percentage” as of any day and with respect to any Shares comprising the Basket is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of such Shares that Seller Dealer and each person subject to aggregation of such Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a thereunder, including any “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller which Dealer is a part, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.Act

Transfer or Assignment. The Except in cases where the Seller assigns or transfers the rights and duties under this Confirmation in order to cause the Section 16 Percentage to remain less than or equal to 9.9%, in which case the Seller may freely transfer or assign the rights and duties under this Confirmation, the rights and duties under this Confirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction (it being understood that a partial transfer shall be of a pro rata portion of the entire Transaction) to any third party; provided that Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer and duties under this Confirmationassignment. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage with respect to any Shares comprising the Basket exceeds 9.97.5%, (B) the Warrant Equity Percentage with respect to any Shares comprising the Basket exceeds 14.5%, or (BC) the Share Amount of any Shares comprising the Basket exceeds the Applicable Share Limit (if any applies) with respect to such Shares (any such condition described in clause clauses (A), (B) or (BC), and an “Excess Ownership Position”), Seller Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction Warrants to a third party on pricing terms reasonably acceptable to Seller Dealer and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, then Seller Dealer may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion Terminated Portion, a payment shall be made pursuant to Section 6 of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement as if the (1) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares Warrants equal to the number of Shares Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, the provisions of Section ‎9(j) shall apply to any amount that is payable by Company to Dealer pursuant to this sentence as if Company was not the Affected Party). Dealer shall notify Company of an Excess Ownership Position with respect to which it intends to seek to effect a transfer or assignment as soon as reasonably practicable after becoming aware of such Excess Ownership Position. The “Section 16 Percentage” as of any day and with respect to any Shares comprising the Basket is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of such Shares that Seller Dealer and each person subject to aggregation of such Shares with Seller Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a thereunder, including any “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller which Dealer is a part, directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.Act

Transfer or Assignment. The Seller Dealer may freely transfer or assign all or any part of its rights or obligations under any Transaction only with the rights and duties under this Confirmationprior written consent of Counterparty. If If, as determined in Dealer’s reasonable judgment, (a) at any time following the closing of the Business Combination at which an Excess Ownership Position (Aas defined below) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B)exists, and “Excess Ownership Position”)(b) Dealer is unable, Seller is unable after commercially reasonable efforts, to effect a transfer or assignment of a portion of the Transaction to a third party on pricing and terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller it of all or a portion of one or more Transactions pursuant to the preceding paragraph such that no an Excess Ownership Position no longer exists, then Seller Dealer may designate any Local Business Scheduled Trading Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”) of any Transaction(s), such that an Excess Ownership Position no longer exists following such partial termination no Excess Ownership Position existstermination. In the event that Seller Dealer so designates an Early Termination Date with respect to a portion of the Transactionany Transaction(s), a portion payment or delivery shall be made pursuant to Section 6 of the Shares with respect to the Transaction shall be delivered to Counterparty Agreement and Section 11(b) of this Master Confirmation as if the (i) an Early Termination Date was the Valuation Date had been designated in respect of a Transaction having terms identical to the Transaction Terminated Portion of the Transaction(s), (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and a Number (iii) such portion of Shares equal to the number of Shares underlying Transaction(s) shall be the only Terminated PortionTransaction. The “Section 16 Equity Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller Dealer and each person any of its affiliates subject to aggregation with Dealer for purposes of Shares with Seller the “beneficial ownership” test under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (collectively, “Dealer Group”) “beneficially own” (within the meaning of Section 13 of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) without duplication on such day and (B) the denominator of which is the number of Shares outstandingoutstanding on such day. Counterparty may not transfer or assign its rights and obligations hereunder without the prior consent of Dealer, which consent shall not be unreasonably withheld. For the avoidance of doubt, Dealer may condition its consent on any of the following, without limitation: (i) the receipt by Dealer of opinions and documents reasonably satisfactory to Dealer in connection with such transfer or assignment, (ii) such transfer or assignment being effected on terms reasonably satisfactory to Dealer with respect to any legal and regulatory requirements relevant to Dealer, and (iii) Equinix, Inc. (or any successor obligor under the Convertible Notes) continuing to be obligated with respect to “Notice of Merger Consideration”, “Repurchase Notices”, “Registration” and “Conversion Rate Adjustments” following such transfer or assignment, (iv) such assignment being made to a U.S. person (as defined in the Internal Revenue Code of 1986, as amended), (v) Dealer not, as a result of such assignment, being required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer would have been required to pay to Counterparty in the absence of such transfer and assignment, (vi) no Event of Default, Potential Event of Default or Termination Event occurring as a result of such assignment, (vii) if Dealer reasonably requests, the transferee agreeing not to hedge its exposure to the Transaction, or to hedge such exposure only pursuant to an effective registration of Equinix, Inc. (or any successor obligor under the Convertible Notes) or otherwise in compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws, (viii) without limiting the generality of clause (v), Counterparty causing the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (v) and (vi) will not occur upon or after such transfer and assignment, and (ix) Counterparty being responsible for Dealer’s reasonable out-of-pocket costs and expenses, including reasonable fees of counsel, incurred in connection with such transfer and assignment. “Excess Ownership Position” means (1) the Equity Percentage exceeds 8.0%, (2) Dealer, Dealer Group (as defined below) or any person whose ownership position would be aggregated with that of Dealer or Dealer Group (Dealer, Dealer Group or any such person, a “Dealer Person”) under Section 203 of the Delaware General Corporation Law (the “DGCL Takeover Statute”) or other federal, state or local laws, regulations or regulatory orders applicable to ownership of Shares (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership, or could be reasonably viewed as meeting any of the foregoing, in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person under Applicable Laws (including, without limitation, “interested shareholder” or “acquiring Person” status under the DGCL Takeover Statute) and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination, (3) solely with respect to any Designated Repurchase Units, any Dealer Person under the organizational documents of Counterparty owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership, or could be reasonably viewed as meeting any of the foregoing, in excess of a number of Shares equal to (x) the number of Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state or federal regulator) of a Dealer Person, or would result in an adverse effect on a Dealer Person, in each case, under the organizational documents of Counterparty and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination or (4) the Units Equity Percentage (as defined below) exceeds 9%.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld, subject to the immediately following sentence. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this ConfirmationConfirmation may not be transferred or assigned by any party hereto without the prior written consent of the other party, such consent not to be unreasonably withheld. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and an “Excess Ownership Position”), Seller is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion.

Transfer or Assignment. The Seller may freely transfer or assign the rights and duties under this Confirmation. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B), and “Excess Ownership Position”), Seller is unable to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller such that no Excess Ownership Position exists, then Seller may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Seller so designates an Early Termination Date with respect to a portion of the Transaction, a portion of the Shares with respect to the Transaction shall be delivered to Counterparty as if the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion. The “Section 16 Percentage” as of any day is the fraction, expressed as a percentage, as determined by Seller, (A) the numerator of which is the number of Shares that Seller and each person subject to aggregation of Shares with Seller under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) of the Exchange Act) with Seller directly or indirectly beneficially own (as defined under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) (the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding. The “Share Amount” as of any day is the number of Shares that Seller and any person whose ownership position would be aggregated with that of Seller and any group (however designated) of which Seller is a member (Seller or any such person or group, a “Seller Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of Counterparty that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership under any Applicable Restriction, as determined by Seller in its sole discretion.