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 Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer shall promptly notify Company of any transfer or assignment made hereunder. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party; provided that, after a transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights and duties or obligations on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. 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 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 9.99.0%, (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 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 transfer or assign the all or a portion of its rights and duties obligations under this Confirmationthe Transaction; provided, however, that (i) Company will not, as a result of such transfer or assignment, 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 Company would have been required to pay to Dealer in the absence of such transfer or assignment, (ii) such transfer or assignment shall only be to a person that is a United States person (as defined for purposes of Section 7701(a)(30) of the Code), (iii) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment and (iv) without limiting the generality of clause (ii), Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company to permit Company to determine that the results described in clauses (i) and (iii) will not occur upon or after such transfer and 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 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. Without limitation of the restrictions on transfers and assignments set forth in the first sentence of this Section 9(e), 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 Transaction to any recognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights and duties or obligations on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98%, (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 10(i) 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 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.to

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 Transaction to any recognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights and duties or obligations on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98%, (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 10(i) 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, in Dealer’s reasonable judgment based on the advice of counsel, could give rise to reporting or registration obligations (except for filings on Form 13F, Schedule 13D or Schedule 13G) 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. Dealer shall notify Company of an Excess Ownership Position with respect to which it intends to seek a transfer or assignment promptly after becoming aware of such an Excess Ownership Position.

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 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) as of the date of such transfer or assignment, 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 9.99.0%, (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, Company shall be able to settle any corresponding obligation in cash or Shares (or the Share Termination Alternative, as the case may be), in its discretion 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 filing requirements on 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 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 Transaction to any affiliate of Dealer, and Dealer may, with Company’s consent (such consent not to be unreasonably withheld), transfer or assign all or any part of its rights and duties or obligations under this Confirmationthe Transaction 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 15.7%, 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 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 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 not transfer any of its rights or obligations under the Transaction without the prior written consent of Company, except that Dealer may transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction (x) without Company’s consent, to any affiliate of Dealer or to any third-party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives or (y) with Company’s consent (such consent not to be unreasonably withheld or delayed) (i) to any financial institution or (ii) solely for the purpose of avoiding an Excess Ownership Position, 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 reasonably acceptable to Company in accordance with the terms hereof 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 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 that 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 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 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 Neither party may freely transfer any of its rights or assign obligations under the rights and duties under this Confirmation. If at any time following Transaction without the closing prior written consent of the Business Combination at which non-transferring party; provided that if JPMorgan’s “beneficial ownership” (Awithin the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) exceeds 8.0% of Counterparty’s outstanding Shares JPMorgan may assign or transfer a portion of the Transaction without Counterparty’s consent to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) the Section 16 Percentage exceeds 9.9%credit rating of JPMorgan at the time of the transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (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 Xxxxx’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 JPMorgan to reduce JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 8.0% of Counterparty’s outstanding Shares or less; and provided, further, that JPMorgan shall not transfer any of its rights or obligations under the Transaction to any entity listed on Schedule A without Counterparty’s consent. If after JPMorgan’s commercially reasonable efforts, JPMorgan is unable to effect a transfer or assignment of a portion of (i) permitted by the Transaction proviso to a third party the immediately preceding sentence or (ii) at any time at which the Equity Percentage exceeds 8.0% (an “Excess Ownership Position”), on pricing terms reasonably acceptable to Seller JPMorgan and within a time period reasonably acceptable to Seller such that no Excess Ownership Position existsJPMorgan of a sufficient number of Options, then Seller JPMorgan may designate any Local Exchange Business Day as an Early Termination Date with respect to a portion of the Transaction (the “Terminated Portion”)) of the Transaction, such that (i) its “beneficial ownership” following such partial termination no will be equal to or less than 8.0% or (ii) such Excess Ownership Position no longer exists. In the event that Seller JPMorgan so designates an Early Termination Date with respect to a portion of the Transaction, 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 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 9(k) shall apply to any amount that is payable by JPMorgan to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). 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 JPMorgan and each person any of its affiliates subject to aggregation with JPMorgan, 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” Act, beneficially own (within the meaning of Rule 13d-5(b)(1) 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” ) on such day and (B) the denominator of which is the number of Shares outstandingoutstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Counterparty 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 9.98.5%, (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 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 Company may freely not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may not transfer any of its rights or obligations under the Transaction without the prior written consent of Company, except that Dealer may transfer or assign all or any part of its rights or obligations under the rights and duties under this ConfirmationTransaction (x) without Company’s consent, to any affiliate of Dealer or to any third-party financial institution that is a recognized dealer in the market for U.S. corporate equity derivatives or (y) with Company’s consent (such consent not to be unreasonably withheld or delayed) (i) to any financial institution or (ii) solely for the purpose of avoiding an Excess Ownership Position, 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 reasonably acceptable to Company in accordance with the terms hereof 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 of Shares with Seller under Section 13 or Section 16 Dealer for purposes of the Exchange Act and rules promulgated thereunder and all persons who may form a “groupbeneficial ownership” (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.test under

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 15.15%, 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 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 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 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. 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 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 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 (x) any affiliate of Dealer or (y) another third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness greater than or equal to the Required Rating, or (ii) with Company’s consent (such consent not to be unreasonably withheld) transfer or assign all or any part of its rights or obligations under the Transaction to another third party. “Required Rating” means a rating of BBB- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 or better by Xxxxx’x Investors Service, Inc. or its successor (“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 rating agency mutually agreed by Company and duties under this ConfirmationDealer. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, 9.0% 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 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 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 (including, solely for such purpose, Shares that would be deemed 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, and (ii) with Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party; provided, in each case, that (x) 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(y) Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company. 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 Company shall be able to settle any corresponding obligation in cash or in Share Termination Delivery Units in its discretion 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 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 Form 13F, Schedule 13D or Schedule 13G filing under the Exchange Act) or other requirements (including obtaining prior approval from any person or entity but excluding any such requirement in respect of which prior approval has been obtained) 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 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, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to (x) any affiliate of Dealer or (y) another third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness greater than or equal to the Required Rating, or (ii) with Company’s consent (such consent not to be unreasonably withheld) transfer or assign all or any part of its rights or obligations under the Transaction to another third party. “Required Rating” means a rating of BBB- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 or better by Xxxxx’x Investors Service, Inc. or its successor (“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 rating agency mutually agreed by Company and duties under this ConfirmationDealer. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, 9.0% 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 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 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.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). 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

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 Nomura. Nomura 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 Nomura 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 Nomura and within a time period reasonably acceptable to Seller Nomura such that no Excess Ownership Position exists, then Seller Nomura 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 Nomura 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(i) shall apply to any amount that is payable by Company to Nomura 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 SellerNomura, (A) the numerator of which is the number of Shares that Seller Nomura and each person subject to aggregation of Shares with Seller Nomura 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 Nomura 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 Nomura and any person whose ownership position would be aggregated with that of Nomura (Nomura or any such person, a “Nomura 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 Nomura 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 Nomura Person, or could result in an adverse effect on a Nomura Person, under any Applicable Restriction, as determined by Nomura 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 Nomura to purchase, sell, receive or deliver any Shares or other securities, or make or receive any payment in cash, to or from Company, Nomura 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 Nomura’s obligations in respect of the Transaction and any such designee may assume such obligations. Nomura 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 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 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 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 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 Transaction to any recognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights and duties or obligations on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.98%, (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 10(i) 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 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.which

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; provided, however, without limitation of any other provision hereof, that the consummation of the Permitted Tornier Merger Transaction shall not be deemed to be a transfer or assignment of the Company’s rights and obligations under the Transaction. Dealer may, without Company’s or Issuer’s (if other than Company) 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 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 or Issuer, as applicable, 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”)

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 part of its rights or obligations under the rights and duties Transaction (x) without Company’s consent, to any wholly owned direct or indirect subsidiary of Bank of America Corporation or any nationally recognized dealer in over-the-counter corporate equity derivatives or (y) with Company’s consent (such consent not to be unreasonably withheld or delayed) to any other third party; provided that, under this Confirmationthe applicable law effective on the date of such assignment, Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment. 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, acting in good faith, 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 (except for any filing requirements on 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 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 9.98.5%, (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 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 third party; provided that, at the time of such transfer or assignment, (i) Company will not, as a result of such transfer or assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay to Dealer in the absence of such transfer or assignment and duties under this Confirmation(ii) no Event of Default, Potential Event of Default or Termination Event shall occur as a result of such 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 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 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 this Transaction without the prior written consent of Dealer. Dealer may, after payment in full of the Premium, without Company’s consent, transfer or assign the all or any part of its rights and duties or obligations under this ConfirmationTransaction to any third party (an “Assignee”) with a rating for its long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or A3 or better by Xxxxx’x Investors Service (“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 rating agency mutually agreed by Company and Dealer, so long as such Assignee makes to Company the representations set forth in paragraph (z) below. 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 meeting the requirements set forth in the 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 the Section 16 Percentage is no Excess Ownership Position existsless than 7.0%, the Option Equity Percentage is no less than 13.5%, and the Share Amount is no less than the Applicable Share Limit minus 2%, as the case may be. 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 this 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(m) 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 (the “group” (within the meaning of Rule 13d-5(b)(1Dealer Group”) 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 JPMorgan Chase Bank, National Association Organised under the laws of the United States as a National Banking Association Main Xxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746 Registered Branch Office 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX Authorised and regulated by the Financial Services Authority

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 third party; provided that, at the time of such transfer or assignment, (i) Company will not, as a result of such transfer or assignment, be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay to Dealer in the absence of such transfer or assignment and duties under this Confirmation(ii) no Event of Default, Potential Event of Default or Termination Event shall occur as a result of such 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 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

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 third party (including, for the avoidance of doubt, any affiliate of Dealer); provided, however, that after any such transfer and duties assignment, Company shall not be required to pay the transferee on any payment date an amount under this ConfirmationSection 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, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment; and provided further that transferee shall deliver to Company such tax documentation as may be reasonably requested by Company. 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 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 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.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, (i) without Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to (x) any affiliate of Dealer or (y) another third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness greater than or equal to the Required Rating, or (ii) with Company’s consent (such consent not to be unreasonably withheld) transfer or assign all or any part of its rights or obligations under the Transaction to another third party. “Required Rating” means a rating of BBB- or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or Baa3 or better by Xxxxx’x Investors Service, Inc. or its successor (“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 rating agency mutually agreed by Company and duties under this ConfirmationDealer. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%, 9.0% 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 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 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 (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). 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 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 part of its rights or obligations under the rights and duties under this ConfirmationTransaction (x) without Company’s consent, to any affiliate of Dealer or to any other recognized dealer in over-the-counter equity derivatives in the United States or (y) for the purpose of avoiding an Excess Ownership Position, with Company’s consent (not to be unreasonably withheld or delayed), 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 15.9%, 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 reasonably acceptable to Company on pricing terms reasonably acceptable to Seller and within a time period reasonably acceptable to Seller Dealer such that no Excess Ownership Position exists, with such consent of Company being granted and such transfer or assignment occurring, in each case, within a time period reasonably acceptable to Dealer, 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). 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 insurance or other law, rule, regulation, regulatory order or organizational documents or contracts of Company that are, in each case, applicable to ownership of Shares (including, without limitation, state insurance regulations) (“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 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, (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 or Issuer’s (if other than Company) 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 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 (B) the denominator of which is the number of Shares outstanding.regulations thereunder results in a higher number, such higher

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(i) 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, an “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 an Dealer Person, or could result in an adverse effect on an 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. 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 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 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)(1NY) 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.27961/685/CALL.SPREAD/WMGI.WF.addtl.warrant.confirm.doc 31748424_1

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 Transaction to any recognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights and duties or obligations on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. 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, in Dealer's reasonable judgment based on advice of counsel, could give rise to reporting or registration obligations (except for filings on Form 13F, Schedule 13D or Schedule 13G) 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. Dealer shall provide Company with written notice of any transfer or assignment on the date of or as promptly as practicable after the date of such transfer or assignment.

Transfer or Assignment. The Seller may freely transfer or assign the its rights and duties under this ConfirmationConfirmation with the consent of Counterparty, which may not be unreasonably withheld, provided that no Funding Election shall occur if the Seller has an Excess Ownership Position (as defined below) and consent of a transfer or assignment of Seller’s rights and duties under this Confirmation has not been provided by Counterparty. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.9%9.99% (if the Counterparty is on such date a foreign private issuer (as defined by Rule 405 under the Securities Act)), 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 Seller, and within a time period reasonably acceptable to Seller Seller, such that no Excess Ownership Position exists, then Seller may designate any Local Business Day as an Early Termination Date solely 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 it shall be delivered deliver to Counterparty as if on the Early Termination Date was the Valuation Date in respect of a Transaction having terms identical to the Transaction and a Number number of Shares equal to the Terminated Portion, and Seller shall have no obligation to make payment to Counterparty in respect of those Shares. The Number of Shares will be reduced by the number of Shares underlying the in any 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 Transaction to any third party; provided that, under this Confirmationthe applicable law effective on the date of such assignment, Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee 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. 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 23.1%, 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 “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 transfer or assign all or any part of its rights or obligations under the rights and duties Transaction (x) without Company’s consent, to any wholly owned direct or indirect subsidiary of Xxxxx Fargo & Co. or any nationally recognized dealer in over-the-counter corporate equity derivatives or (y) with Company’s consent (such consent not to be unreasonably withheld or delayed) to any other third party; provided that, under this Confirmationthe applicable law effective on the date of such assignment, Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment. 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, acting in good faith, 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 (except for any filing requirements on 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 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 {00050289;1} 11

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 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 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 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 Transaction to any recognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights and duties or obligations on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. 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, in Dealer's reasonable judgment based on advice of counsel, could give rise to reporting or registration obligations (except for filings on Form 13F, Schedule 13D or Schedule 13G) 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. Dealer shall provide Company with written notice of any transfer or assignment on the date of or as promptly as practicable after the date of such transfer or assignment.

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 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 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 or such other person 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 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 shall not transfer or assign the rights and duties of the Seller under this Confirmation without the prior written consent of the Counterparty and the Target. The Counterparty and the Target shall not transfer or assign its rights or duties under this Confirmation without the prior written consent of the Seller. Notwithstanding anything to the contrary in this Confirmation, in the event of any assignment, transfer or designation of Seller’s rights, duties or obligations pursuant to this paragraph, (i) Counterparty will not be required to pay or deliver more, or receive less, under this Confirmation than it would be required to pay or deliver, as applicable, in the absence of such assignment, transfer or designation, and (ii) Seller shall cause the assignee, transferee or designee to make such representations and to provide such tax documentation as may be reasonably requested by Counterparty to make any necessary determinations pursuant to clause (i) of this 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 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 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 that, under this Confirmationthe applicable law effective on the date of such assignment, Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee 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. 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 23.1%, 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 (except for any filing requirements on 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 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 solely to the extent of any such performance.

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 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 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 Company may freely not transfer any of its rights or obligations under this Transaction without the prior written consent of Dealer. Dealer may, after payment in full of the Premium, without Company’s consent, transfer or assign the all or any part of its rights and duties or obligations under this ConfirmationTransaction to any third party (an “Assignee”) with a rating for its long term, unsecured and unsubordinated indebtedness of A- or better by Standard & Poor’s Ratings Service or its successor (“S&P”), or A3 or better by Xxxxx’x Investors Service (“Xxxxx’x”) or, if either S&P or Xxxxx’x ceases to rate such debt, at least an equivalent rating or better by a substitute rating agency mutually agreed by Company and Dealer, so long as such Assignee makes to Company the representations set forth in paragraph (z) below. 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 meeting the requirements set forth in the 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 the Section 16 Percentage is no Excess Ownership Position existsless than 7.0%, the Option Equity Percentage is no less than 13.5%, and the Share Amount is no less than the Applicable Share Limit minus 2%, as the case may be. 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 this 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(m) 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 (the “group” (within the meaning of Rule 13d-5(b)(1Dealer Group”) 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

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 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.

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 or Issuer’s (if other than Company) 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 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 or Issuer, as applicable, 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 Issuer that are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), EXECUTION VERSION

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 Company may freely not transfer any of its rights or obligations under the Transaction except in accordance with Section 7 of the Agreement (but subject to, and without limiting the generality of, the provisions set forth under “Extraordinary Events applicable to the Transaction” above or the Additional Termination Events set forth in Section 9(h)(ii) below, and provided that the phrase “, or transfer all or substantially all its assets to,” shall be deleted from Section 7 for purposes of this sentence). Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction to any third party that is a recognized dealer in the market for corporate equity derivatives without the consent of Company; provided that (i) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, (ii) Dealer shall have caused the transferee to make such Payee Tax Representations and duties under to provide such tax documentation as may be reasonably requested by Company to permit Company to determine that such transfer or assignment complies with clause (i) of this Confirmationsentence, and (iii) Dealer shall as soon as reasonably practicable notify Company of any such proposed transfer or assignment. 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 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 Section 16 of the Exchange Act and rules promulgated thereunder) Act), without duplication, on such day (or, to the “Seller Group” ) and (B) the denominator of which is the number of Shares outstanding.extent that for any

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 may freely transfer or assign the its 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%% (provided that the Counterparty is on such date a foreign private issuer (as defined by Rule 405 under the Securities Act), 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 Seller, and within a time period reasonably acceptable to Seller 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 it shall be delivered deliver to Counterparty as if on the Early Termination Date was a number of Shares equal to the Valuation Date Terminated Portion, and Seller shall be permitted to retain the Prepayment Amount in respect of a Transaction having terms identical to the Transaction and a Number of such Shares (equal to the number of Shares underlying in the Terminated Portion times the Initial Price) and shall have no obligation to make payment to Counterparty in respect of those Shares. The Number of Shares will be reduced by the number of Shares in any 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 this Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign the all or any part of its rights and duties or obligations under this ConfirmationTransaction to any third party (including, for the avoidance of doubt, any affiliate of 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 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 this 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 Party). 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 9.97.5%, (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 may freely transfer or assign the its 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%% (provided that the Counterparty is on such date a foreign private issuer (as defined by Rule 405 under the Securities Act), 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 Seller, and within a time period reasonably acceptable to Seller 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 it shall be delivered deliver to Counterparty as if on the Early Termination Date was a number of Shares equal to the Valuation Date Terminated Portion, and Seller shall be permitted to retain the Prepayment Amount in respect of a Transaction having terms identical to the Transaction and a Number of such Shares (equal to the number of Shares underlying in the Terminated Portion times the Initial Price) and shall have no obligation to make payment to Counterparty in respect of those Shares. The Number of Shares will be reduced by the number of Shares in any 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 Transaction to any recognized dealer in transactions of the same type as the Transaction provided that, after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights and duties or obligations on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. 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 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 based on advice of counsel. The “Applicable Share Limit” means a number of Shares equal to (A) the minimum number of Shares that, in Dealer’s reasonable discretion based on advice of counsel, could give rise to reporting or registration obligations (except for filings on Form 13F, Schedule 13D or Schedule 13G) or other requirements (including obtaining prior approval from any person or entity, but excluding any such requirements that can be satisfied without administrative or operational burden or cost to Dealer) 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 based on advice of counsel, minus (B) 1% of the number of Shares outstanding. Dealer shall provide Company with written notice of any transfer or assignment on the date of or as promptly as practicable after the date of such transfer or assignment. 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 9.98.0%, (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, (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 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 Nomura may, without Counterparty’s consent, but with prompt written notice thereof, transfer or assign all or any part of its rights or obligations under the Transaction to any affiliate of Nomura; provided that (i) under the applicable law effective on the date of such transfer or assignment, Counterparty will not receive a payment that is less than the payment Counterparty would have received in the absence of such transfer or assignment on account of any deduction or withholding under Section 2(d)(i) of the Agreement, (ii) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer or assignment, (iii) such transferee meets all of Counterparty’s then existing counterparty eligibility requirements, including credit practices and policies, and exposure limits and (iv) Counterparty shall continue to benefit from a Credit Support Document with respect to such assignee. 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 Nomura 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 Nomura and within a time period reasonably acceptable to Seller Nomura such that no Excess Ownership Position exists, then Seller Nomura 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 Nomura 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.Transaction

Transfer or Assignment. The Seller may Notwithstanding any provision of the Agreement to the contrary, Citibank may, subject to applicable law, freely transfer or and assign the all of its rights and duties obligations under this Confirmationthe Transaction without the consent of Counterparty. If at any time following If, as determined in Citibank's sole discretion, (x) its "beneficial ownership" (within the closing meaning of Section 16 of the Business Combination at which Exchange Act and rules promulgated thereunder) exceeds 8.5% of Counterparty's outstanding Shares and (Ay) the Section 16 Percentage exceeds 9.9%Citibank is unable, or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clause (A) or (B)after commercially reasonable efforts, 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 it of all or a portion of the Transaction to reduce such that no Excess Ownership Position exists"beneficial ownership" below 8.5%, then Seller Citibank 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 this Transaction, such that its "beneficial ownership" following such partial termination no Excess Ownership Position existswill be approximately equal to but less than 8.5%. In the event that Seller Citibank 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 Warrants equal to the number Terminated Portion (allocated among the Components thereof in the discretion of Shares underlying Citibank), (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated PortionTransaction (and, for the avoidance of doubt, the provisions set forth under the caption "Alternative Calculations and Counterparty Payment on Early Termination and on Certain Extraordinary Events" shall apply to any amount that is payable by Counterparty to Citibank pursuant to this sentence). The “Section 16 Percentage” as Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Citibank to purchase, sell, receive or deliver any shares or other securities to or from Counterparty, Citibank may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform Citibank's obligations in respect of the Transaction and any such designee may assume such obligations. Citibank shall be discharged of its obligations to Counterparty to the extent 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 outstandingsuch 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, (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 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 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 third party; provided, (A) Company will not, as a result of such transfer and duties assignment, be required to pay the transferee on any payment date an amount under this ConfirmationSection 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 assignment, (B) Dealer shall cause the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company to permit Company to determine that results described in clause (A) will not occur upon or after such transfer and assignment, (C) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment and (D) Dealer shall provide written notice to Company following any such Transfer. 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(i) 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 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 third party; provided that (i) Company will not, as a result of such transfer and duties assignment, 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, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment, and (ii) Dealer shall have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Company to permit Company to determine that such transfer or assignment complies with clause (i) of this Confirmationsentence. If at any time following the closing of the Business Combination at which (A) the Section 16 Percentage exceeds 9.97.0%, (B) the Warrant Equity Percentage exceeds 14.0%, 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, acting in good faith, 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(i) 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.number

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 shall 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 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 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 Transaction to any recognized dealer in transactions of the same type as the Transaction provided that, (i) no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and assignment and (ii) after such transfer and/or assignment, Company shall not be required to pay the transferee or assignee of such rights and duties or obligations on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement greater than the amount, if any, that Company would have been required to pay Dealer in the absence of such transfer and/or assignment, except to the extent such greater amount results from a Change in Tax Law occurring after the date of such transfer and/or assignment. Dealer shall promptly notify Company of any transfer or assignment made hereunder. 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.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

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 after any such transfer or assignment, Company shall not be required to pay the transferee on any payment date an amount under this ConfirmationSection 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, except to the extent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment. 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 13.0%, 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 notwithstanding the fact that Company was 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 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 that, under this Confirmationthe applicable law effective on the date of such assignment, Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee 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. 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 23.1%, 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. 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

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, without Company’s consent, transfer or assign all or any part of its rights or obligations under the rights Transaction to any wholly owned direct or indirect subsidiary of Bank of Montreal or any nationally recognized dealer in over-the-counter corporate equity derivatives; provided that, under the applicable law effective on the date of such assignment, (1) Company will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than the amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment; and duties (2) Company will not, as a result of such transfer or assignment, receive from the transferee or assignee on any payment date an amount under this ConfirmationSection 2(d)(i)(4) of the Agreement that is less than the amount that Company would have received from Dealer in the absence of such transfer or assignment. 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 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 Section 203 of the Delaware General Corporation Law or any other 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 solely 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 or Issuer’s (if other than Company) 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 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 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 Dealer is or may be deemed to be a part beneficially owns (within the number of Shares outstanding.meaning of

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.