125640776.3 0034163-00079 NUSCALE POWER CORPORATION $200,000,000 COMMON STOCK SALES AGREEMENT November 8, 2024 TD Securities (USA) LLC 1 Vanderbilt Avenue New York, NY 10017 UBS Securities LLC 1285 Avenue of the Americas New York, NY 10019 B. Riley...
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125640776.3 0034163-00079 NUSCALE POWER CORPORATION $200,000,000 COMMON STOCK SALES AGREEMENT November 8, 2024 TD Securities (USA) LLC 0 Xxxxxxxxxx Xxxxxx Xxx Xxxx, XX 00000 UBS Securities LLC 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 X. Xxxxx Securities, Inc. 000 Xxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, XX 00000 Canaccord Genuity LLC One Post Office Square, 30th Floor Boston, MA 02109 Ladies and Gentlemen: NuScale Power Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with TD Securities (USA) LLC, UBS Securities LLC, X. Xxxxx Securities, Inc. and Canaccord Genuity LLC (each a “Sales Agent” and collectively, the “Sales Agents”), as follows: 1. Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell to or through the Sales Agents, acting as agents and/or principals, shares (the “Placement Shares”) of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), having an aggregate offering price of up to $200,000,000 (the “Maximum Amount”). Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Placement Shares issued and sold under this Agreement shall be the sole responsibility of the Company, and the Sales Agents shall have no obligation in connection with such compliance. The issuance and sale of Placement Shares through the Sales Agents will be effected pursuant to the Registration Statement (as defined below) filed by the Company and has been declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Placement Shares. The Company acknowledges and agrees that sales of Placement
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- 3 - 125640776.3 0034163-00079 are requested to be made, any limitation on the number of Placement Shares that may be sold in any one Trading Day (as defined in Section 3) and any minimum price below which sales may not be made, a form of which containing such minimum sales parameters necessary is attached hereto as Schedule 1. The Placement Notice shall originate from any of the individuals from the Company set forth on Schedule 2 (with a copy to each of the other individuals from the Company listed on such schedule), and shall be addressed to each of the individuals from such Sales Agent set forth on Schedule 2, as such Schedule 2 may be amended from time to time. The Placement Notice shall be effective upon receipt by such Sales Agent unless and until (i) within two (2) Business Days (as defined below) following receipt of the Placement Notice, in accordance with the notice requirements set forth in Section 4, such Sales Agent declines to accept the terms contained therein for any reason, in its sole discretion, (ii) the entire amount of the Placement Shares specified in such Placement Notice have been sold, (iii) in accordance with the notice requirements set forth in Section 4, the Company, for any reason in its sole discretion, suspends or terminates the Placement Notice, (iv) the Company issues a subsequent Placement Notice with parameters superseding those on the earlier dated Placement Notice or otherwise expressly superseding the earlier dated Placement Notice, or (v) this Agreement has been terminated under the provisions of Section 11. The amount of any discount, commission or other compensation to be paid by the Company to such Sales Agent in connection with the sale of the Placement Shares shall be calculated in accordance with the terms set forth in Schedule 3. It is expressly acknowledged and agreed that neither the Company nor any Sales Agent will have any obligation whatsoever with respect to a Placement or any Placement Shares unless and until the Company delivers a Placement Notice to such Sales Agent and such Sales Agent does not decline such Placement Notice pursuant to the terms set forth above, and then only upon the terms specified therein and herein. In the event of a conflict between the terms of this Agreement and the terms of a Placement Notice, the terms of the Placement Notice will control. 3. Sale of Placement Shares by Sales Agents. Subject to the terms and conditions herein set forth, upon the Company’s delivery of a Placement Notice, and unless the sale of the Placement Shares described therein has been declined, suspended, superseded or otherwise terminated in accordance with the terms of this Agreement, each specified Sales Agent, for the period specified in the Placement Notice, will use its commercially reasonable efforts consistent with its normal trading and sales practices and applicable state and federal laws, rules and regulations and the rules of the New York Stock Exchange (the “NYSE”) to sell such Placement Shares, up to the amount specified, and otherwise in accordance with the terms of such Placement Notice. Such Sales Agent will provide written confirmation to the Company (including by email correspondence to each of the individuals of the Company set forth on Schedule 2, if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) no later than the opening of the Trading Day (as defined below) immediately following the Trading Day on which it has made sales of Placement Shares hereunder setting forth the number of Placement Shares sold on such day, the volume-weighted average price of the Placement Shares sold, and the Net Proceeds (as defined below) payable to the Company, together with itemized deductions described in Section 5(a). In the event the Company engages a Sales Agent for a sale of Placement Shares that would constitute a “block” within the meaning of Rule 10b-18(a)(5) under the Exchange Act, the Company will provide such Sales Agent, at such Sales Agent’s request and upon reasonable advance notice to the Company, on or prior to the Settlement Date (as defined below), the opinions of counsel, accountant’s letter and officers’ certificates set forth in Section 8 hereof, each dated the Settlement Date, and such other documents
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- 16 - 125640776.3 0034163-00079 (ll) IT Systems. During the Relevant Period and subject to exceptions that individually or in the aggregate would not reasonably be expected to result in a Material Adverse Change, (i)(x) There has been no security breach or attack or other compromise of or relating to any of the Company’s and its Subsidiaries’ information technology and computer systems, networks, hardware, software, data (including the data of their respective customers, employees, suppliers, vendors and any third party data maintained by the Company or its Subsidiaries), equipment or technology (“IT Systems and Data”), and (y) the Company and its Subsidiaries have not been notified of, and have no knowledge of any event or condition that would reasonably be expected to result in any security breach, attack or compromise to their IT Systems and Data, (ii) the Company and each of its Subsidiaries have complied, and are presently in compliance with, all applicable laws, statutes or any judgment, order, rule or regulation of any court or arbitrator or governmental or regulatory authority and all industry guidelines, standards, internal policies and contractual obligations relating to the privacy and security of IT Systems and Data and to the protection of such IT Systems and Data from unauthorized use, access, misappropriation or modification and (iii) the Company and each of its Subsidiaries have implemented backup and disaster recovery technology consistent with industry standards and practice. (mm) Export and Import Laws. None of the Company, its Subsidiaries, or, to the Company’s knowledge, any director, officer, agent or employee of, or other person acting on behalf of the Company or a Subsidiary, during the Relevant Period has been (i) engaging in any export, reexport, transfer or provision of any goods, software, technology, data or service without, or exceeding in any material respect the scope of, any required or applicable licenses or authorizations under all applicable Export and Import Laws, or (ii) otherwise in violation in any material respect with any Export and Import Laws. The term “Export and Import Laws” means laws and regulations of the United States government relating to export, re-export, transfer and import controls, including the Export Administration Regulations and the customs and import Laws administered by U.S. Customs and Border Protection Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act of 1979, as amended, the Export Administration Regulations, the regulations in 10 C.F.R. Part 810 administered by the Department of Energy, the regulations in 10 C.F.R. Part 110 administered by the United States Nuclear Regulatory Commission or any successor (the “NRC”) and all other laws and regulations of the United States government regulating the provision of services to non-U.S. parties or the export and import of articles or information from and to the United States of America in each case to the extent applicable to the Company or the Subsidiaries. (nn) U.S. Nuclear Regulatory Matters. (i) Neither the Company nor any Subsidiary has operated or is currently operating any “utilization facility,” as defined in the Atomic Energy Act of 1954, as amended (the “Atomic Energy Act”), and the regulations of the NRC thereunder, whether or not owned, in whole or part, by the Company or any Subsidiary. Further, neither the Company nor any Subsidiary possesses a license from the NRC for the construction or operation, or construction and operation, of any utilization facility. (ii) Neither the Company nor any Subsidiary currently holds or requires any license for the possession or use of nuclear materials, whether such materials are classified as “source materials,” “special nuclear materials,”
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- 28 - 125640776.3 0034163-00079 Company within the meaning of the Securities Act, officers of the Company who signed the Registration Statement and directors of the Company, who also may be liable for contribution) to which the Company and the applicable Sales Agent may be subject in such proportion as shall be appropriate to reflect the relative benefits received by the Company on the one hand and the applicable Sales Agent on the other. The relative benefits received by the Company on the one hand and the applicable Sales Agent on the other hand shall be deemed to be in the same proportion as the total Net Proceeds from the sale of the Placement Shares (before deducting expenses) received by the Company bear to the total compensation received by the applicable Sales Agent from the sale of Placement Shares on behalf of the Company. If, but only if, the allocation provided by the foregoing sentence is not permitted by applicable law, the allocation of contribution shall be made in such proportion as is appropriate to reflect not only the relative benefits referred to in the foregoing sentence but also the relative fault of the Company, on the one hand, and the applicable Sales Agent, on the other, with respect to the statements or omission that resulted in such loss, claim, liability, expense or damage, or action in respect thereof, as well as any other relevant equitable considerations with respect to such offering. Such relative fault shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact relates to information supplied by the Company or the applicable Sales Agent, the intent of the parties and their relative knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company and each Sales Agent agree that it would not be just and equitable if contributions pursuant to this Section 9(d) were to be determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to herein. The amount paid or payable by an indemnified party as a result of the loss, claim, liability, expense, or damage, or action in respect thereof, referred to above in this Section 9(d) shall be deemed to include, for the purpose of this Section 9(d), any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim to the extent consistent with Section 9(c) hereof. Notwithstanding the foregoing provisions of this Section 9(d), no Sales Agent shall be required to contribute any amount in excess of the commissions received by it under this Agreement and no person found guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. For purposes of this Section 9(d), any person who controls a party to this Agreement within the meaning of the Securities Act, and any officers, directors, partners, employees or agents of any Sales Agent, will have the same rights to contribution as that party, and each officer of the Company who signed the Registration Statement will have the same rights to contribution as the Company, subject in each case to the provisions hereof. Any party entitled to contribution, promptly after receipt of notice of commencement of any action against such party in respect of which a claim for contribution may be made under this Section 9(d), will notify any such party or parties from whom contribution may be sought, but the omission to so notify will not relieve that party or parties from whom contribution may be sought from any other obligation it or they may have under this Section 9(d) except to the extent that the failure to so notify such other party materially prejudiced the substantive rights or defenses of the party from whom contribution is sought. Except for a settlement entered into pursuant to the last sentence of Section 9(c) hereof, no party will be liable for contribution with respect to any action or claim settled without its written consent if such consent is required pursuant to Section 9(c) hereof.
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- 30 - 125640776.3 0034163-00079 that Section 7(g), Section 9, Section 10, Section 16 and Section 17 shall remain in full force and effect. (f) Any termination of this Agreement shall be effective on the date specified in such notice of /termination; provided, however, that such termination shall not be effective until the close of business on the date of receipt of such notice by the Sales Agents or the Company, as the case may be. If such termination shall occur prior to the Settlement Date for any sale of Placement Shares, such Placement Shares shall settle in accordance with the provisions of this Agreement. 12. Notices. All notices or other communications required or permitted to be given by any party to any other party pursuant to the terms of this Agreement shall be in writing, unless otherwise specified in this Agreement, and if sent to the Sales Agents, shall be delivered to TD Securities (USA) LLC, 0 Xxxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000, fax no. 000-000-0000, Attention: General Counsel, email: XXXXxxxx@xxxxxxxxxxxx.xxx; UBS Securities LLC, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000, Attention: Equity Syndicate; X. Xxxxx Securities, Inc., 000 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, XX 00000, Attention: General Counsel, telephone: (000) 000-0000, email: xxxxxxx@xxxxxxxxx.xxx; Canaccord Genuity LLC, One Post Office Square, 30th Floor, Boston, MA 02109, Attention: ECM, email: XXXXXxx@xxx.xxx; with a copy to Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx, LLP, 000 Xxxxxxxxxxxx Xxxxxx, XX, Xxxxx 000, Xxxxxxxxxx, XX 00000, Attention: Xxx Xxxxxxx and Xxxxx Xxxxxx, email: xxx.xxxxxxx@xxxxxxxxxxxxx.xxx and xxxxx.xxxxxx@xxxxxxxxxxxxx.xxx; or if sent to the Company, shall be delivered to NuScale Power Corporation, 0000 XX Xxxxxx Xxxx., Xxxxx 000, Xxxxxxxxx, Xxxxxx 00000, Attention: Xxxxxx Xxxxxxxxxx, email: xxxxxxxxxxx@xxxxxxxxxxxx.xxx, with a copy to Stoel Rives LLP, 000 XX Xxxxx Xxxxxx, Xxxxx 0000, Xxxxxxxx, Xxxxxx 00000, Attention: Xxxxx Xxxxxxx and Xxxxxx Xxxx, email: xxxxx.xxxxxxx@xxxxx.xxx and xxxxxx.xxxx@xxxxx.xxx. Each party to this Agreement may change such address for notices by sending to the parties to this Agreement written notice of a new address for such purpose. Each such notice or other communication shall be deemed given (i) when delivered personally or by verifiable facsimile transmission (with an original to follow) on or before 4:30 p.m., New York City time, on a Business Day (as defined below), or, if such day is not a Business Day on the next succeeding Business Day, (ii) on the next Business Day after timely delivery to a nationally-recognized overnight courier, (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), and (iv) if sent by e-mail, on the Business Day on which receipt is confirmed by the individual to whom the notice is sent, other than via auto-reply. For purposes of this Agreement, “Business Day” shall mean any day on which the NYSE and commercial banks in the City of New York are open for business. 13. Successors and Assigns. This Agreement shall inure to the benefit of and be binding upon the Company and the Sales Agents and their respective successors and the affiliates, controlling persons, officers and directors referred to in Section 9 hereof. References to any of the parties contained in this Agreement shall be deemed to include the successors and permitted assigns of such party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and permitted assigns any rights, remedies, obligations or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party; provided, however, that a Sales Agent may assign its rights
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- 31 - 125640776.3 0034163-00079 and obligations hereunder to an affiliate of such Sales Agent without obtaining the Company’s consent. 14. Adjustments for Share Splits. The parties acknowledge and agree that all share- related numbers contained in this Agreement shall be adjusted to take into account any share split, share dividend or similar event effected with respect to the Common Stock. 15. Entire Agreement; Amendment; Severability. This Agreement (including all schedules and exhibits attached hereto and Placement Notices issued pursuant hereto) constitutes the entire agreement and supersedes all other prior and contemporaneous agreements and undertakings, both written and oral, among the parties hereto with regard to the subject matter hereof, including the Sales Agreement dated August 9, 2023 between certain of the parties hereto, which Sales Agreement is terminated by entering into this Agreement. Neither this Agreement nor any term hereof may be amended except pursuant to a written instrument executed by the Company and the Sales Agents. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstance, is held invalid, illegal or unenforceable as written by a court of competent jurisdiction, then such provision shall be given full force and effect to the fullest possible extent that it is valid, legal and enforceable, and the remainder of the terms and provisions herein shall be construed as if such invalid, illegal or unenforceable term or provision was not contained herein, but only to the extent that giving effect to such provision and the remainder of the terms and provisions hereof shall be in accordance with the intent of the parties as reflected in this Agreement. 16. Applicable Law; Consent to Jurisdiction. This Agreement shall be governed by, and construed in accordance with, the internal laws of the State of New York without regard to the principles of conflicts of laws. Each party hereby irrevocably submits to the non-exclusive jurisdiction of the state and federal courts sitting in the City of New York, borough of Manhattan, for the adjudication of any dispute hereunder or in connection with any transaction contemplated hereby, and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper. Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof (certified or registered mail, return receipt requested) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law. 17. Waiver of Jury Trial. The Company and each Sales Agent each hereby irrevocably waives any right it may have to a trial by jury in respect of any claim based upon or arising out of this Agreement or any transaction contemplated hereby. 18. Absence of Fiduciary Relationship. The Company acknowledges and agrees that: (a) Each Sales Agent has been retained solely to act as an arm’s length contractual counterparty to the Company in connection with the sale of the Placement Shares contemplated hereby and that no fiduciary, advisory or agency relationship between the Company and a Sales
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- 33 - 125640776.3 0034163-00079 252.81, 47.2 or 382.1, as applicable; and (D) “U.S. Special Resolution Regime” means each of (i) the Federal Deposit Insurance Act and the regulations promulgated thereunder and (ii) Title II of the Xxxx-Xxxxx Xxxx Street Reform and Consumer Protection Act and the regulations promulgated thereunder. [Remainder of Page Intentionally Blank]
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34 - 125640776.3 0034163-00079 If the foregoing correctly sets forth the understanding between the Company and the Sales Agents, please so indicate in the space provided below for that purpose, whereupon this letter shall constitute a binding agreement between the Company and the Sales Agents. Very truly yours, TD SECURITIES (USA) LLC By: /s/ Xxxxxxx Xxxxxx_______ Name: Xxxxxxx Xxxxxx Title: Managing Director UBS SECURITIES LLC By: /s/ Xxxxx X’Xxxxx__________ Name: Xxxxx X’Xxxxx Title: Executive Director By: _/s/ Xxxxx Xxxx___________ Name: Xxxxx Xxxx Title: Director X. XXXXX SECURITIES, INC. By: /s/ Xxxx Xxxxxxxx_________ Name: Xxxx Xxxxxxxx Title: Senior Managing Director CANACCORD GENUITY LLC By: /s/ Xxxx Xxxxxx_________ Name: Xxxx Xxxxxx Title: Managing Director ACCEPTED as of the date first-above written: NUSCALE POWER CORPORATION By: /s/ Xxxxxx Xxxxxx Xxxxxx_ Name: Xxxxxx Xxxxxx Xxxxxx Title: Chief Financial Officer
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125640776.3 0034163-00079 SCHEDULE 1 FORM OF PLACEMENT NOTICE From: [ ] Cc: [ ] To: [ ] Subject: [NAME OF SALES AGENT] At the Market Offering—Placement Notice Gentlemen: Pursuant to the terms and subject to the conditions contained in the Sales Agreement between NuScale Power Corporation (the “Company”), TD Securities (USA) LLC, UBS Securities LLC, X. Xxxxx Securities, Inc. and Canaccord Genuity LLC (each, a “Sales Agent”) dated November 8, 2024 (the “Agreement”), I hereby request on behalf of the Company that you sell up to [ ] shares of the Company’s Class A common stock, par value $0.0001 per share, at a minimum market price of $_______ per share. Sales should begin on the date of this Notice and shall continue until [DATE] [all shares are sold]/[the aggregate sales price of the shares reaches $[•] ].
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125640776.3 0034163-00079 SCHEDULE 2 Notice Parties Company Xxxx Xxxxxxx Chief Executive Officer Xxxxxx Xxxxxx Xxxxxx Chief Financial Officer Xxxxxx Xxxxxxxxxx Interim General Counsel TD Securities (USA) LLC Xxxxxxx X. Xxxxxx Managing Director Xxxxxxx Xxxxxx Managing Director Xxxxxxx Xxxxxxx Director Xxxxx Xxxxxxx Analyst UBS Securities LLC Xxxxx X’Xxxxx xxxxx.x-xxxxx@xxx.xxx Xxxxxxx Xxxxxx xxxxxxx.xxxxxx@xxx.xxx XX-XXX@xxx.xxx X. Xxxxx Securities, Inc. Xxxxxxx Xxxxxxxx xxxxxxxxx@xxxxxxxxx.xxx Xxxxx Xxxxxxxxx xxxxxxxxxx@xxxxxxxxx.xxx Xxxxx Xxxxxxxx xxxxxxxxx@xxxxxxxxx.xxx with a copy to xxxxxxx@xxxxxxxxx.xxx Canaccord Genuity LLC XXXXXX@xxx.xxx
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2 125640776.3 0034163-00079 SCHEDULE 3 Compensation The Sales Agents shall be paid compensation equal to up to 3.0% of the gross proceeds from the sales of Placement Shares pursuant to the terms of this Agreement.
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125640776.3 0034163-00079 Exhibit 7(m) OFFICER CERTIFICATE The undersigned, the duly qualified and elected _______________________, of NuScale Power Corporation, a Delaware corporation (the “Company”), does hereby certify in such capacity and on behalf of the Company, pursuant to Section 7(m) of the Sales Agreement dated November 8, 2024 (the “Sales Agreement”) between the Company, TD Securities (USA) LLC, UBS Securities LLC, X. Xxxxx Securities, Inc. and Canaccord Genuity LLC, that to the knowledge of the undersigned: (i) The representations and warranties of the Company in Section 6 of the Sales Agreement (A) to the extent such representations and warranties are subject to qualifications and exceptions contained therein relating to materiality or Material Adverse Change, are true and correct on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date, and (B) to the extent such representations and warranties are not subject to any qualifications or exceptions, are true and correct in all material respects as of the date hereof as if made on and as of the date hereof with the same force and effect as if expressly made on and as of the date hereof, except for those representations and warranties that speak solely as of a specific date and which were true and correct as of such date; and (ii) The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied pursuant to the Sales Agreement at or prior to the date hereof. Stoel Rives LLP and Xxxxxx Xxxxxxx Xxxxx & Xxxxxxxxxxx LLP shall be entitled to rely upon this certificate for purposes of delivering their respective opinions and negative assurances letters pursuant to the Sales Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Sales Agreement. By: Name: Title: Date: