Common use of Transfer or Assignment Clause in Contracts

Transfer or Assignment. (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.

Transfer or Assignment. Neither party may transfer any of its rights or obligations hereunder and under the Transaction and Agreement without the prior written consent of the non-transferring party (such consent not to be unreasonably withheld); provided that, subject to applicable law, Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to any of its affiliates of credit quality at least equivalent to that of Dealer as of the Trade Date or to any other of its affiliates provided that Counterparty shall receive a full guaranty of such affiliate’s obligations from Dealer in form and substance reasonably satisfactory to Counterparty if (i) Counterparty shall have the right to an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assign assignment and (ii) as a result of such transfer or assignment, Counterparty 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 Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment. Except for the transfer or assignment contemplated in the proviso to the first sentence of this paragraph 8(g), in the case of a transfer or assignment by Counterparty or Dealer of its rights and obligations hereunder with respect to alland under the Agreement, but not less than all, of the in whole or in part (any Options hereunder (such Optionsso transferred or assigned, the “Transfer Options”); provided that , to any party, withholding of consent by the other party (the “Remaining Party”) shall not be considered unreasonable if such transfer or assignment shall be subject to does not meet the following reasonable conditions that Dealer the Remaining Party may impose, including but not limited, to the following conditions: (Ai) With with respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(bparagraph 8(b) (“Repurchase Notices”) or any obligations under Section 10(oparagraph 2 regarding Extraordinary Events or paragraph 8(m) or 10(t(“Registration”) of this Confirmation; (Bii) Any any Transfer Options shall only be transferred or assigned to a third party that is a United States U.S. person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (Ciii) Such such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party transferee (including, but not limited to, an undertaking undertakings with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealerthe Remaining Party, will not expose Dealer the Remaining Party to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party transferee and Counterparty, the transferor as are reasonably requested and reasonably satisfactory to Dealerthe Remaining Party; (Div) Dealer the Remaining Party will not, as a result of such transfer and or assignment, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer the Remaining Party would have been required to pay or deliver to Counterparty the transferor in the absence of such transfer and or assignment; (Ev) An an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and or assignment; (Fvi) Without without limiting the generality of clause (Bii), Counterparty the transferor shall cause have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer the Remaining Party to permit Dealer the Remaining Party to determine that results described in clauses (Div) and (Ev) will not occur upon or after such transfer and or assignment; and (Gvii) Counterparty the transferor shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer the Remaining Party in connection with such transfer or assignment. Notwithstanding the foregoing, at any time at which a transaction proposed to be entered into by Dealer would cause the Articles Ownership Percentage to exceed 4.9%, unless Counterparty provides an acknowledgment to Dealer to the effect that the Shares owned or controlled by Dealer or any of its affiliates will not be deemed as owned or controlled by an “Alien” (as defined in Article Twelve Section 6 of Counterparty’s Certificate of Incorporation), Dealer may (or shall, if requested by Counterparty) transfer or assign to a third party such portion of the Transaction that would otherwise cause the Articles Ownership Percentage to exceed 4.9% (it being understood and agreed that Dealer would make such a transfer or assignment to (a) one of its U.S. affiliates, if, in Counterparty’s view, such a transfer or assignment would result in the Shares owned or controlled by such U.S. affiliates not being owned or controlled by an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation) or (b) unless otherwise consented by Counterparty, to a third party who is not an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation, if the transfer or assignment would otherwise result in such Shares deemed owned or controlled by an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation); provided further that if Dealer is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Dealer (or to one of its U.S. affiliates, if, in Counterparty’s view, such a transfer or assignment would result in the Shares owned or controlled by such U.S. affiliates not being owned or controlled by an “Alien” for purposes of Article Twelve of Counterparty’s Articles of Incorporation) such that the Articles Ownership Percentage does not exceed 4.9%, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Articles Terminated Portion”) of the Transaction, such that the Articles Ownership Percentage following such partial termination will be equal to 4.9%. Notwithstanding the foregoing, at any time at which (1) the Option Equity Percentage exceeds 9.0% or (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 any relevant state corporate law or any state or federal bank holding company or banking laws, 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 in excess of a number of Shares equal to (x) the number of Shares that, in the good faith determination of the relevant Dealer Person, would give rise to materially burdensome reporting or registration 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 stockholder” or “acquiring person” status under Section 203 of the Delaware General Corporation Law, but excluding any report or filing required pursuant to Section 13 of the Exchange Act and the rules promulgated thereunder) and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and Dealer is unable, after commercially reasonable efforts, to eliminate such Excess Ownership Position or effect a transfer or assignment to a third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness at least equal to that of Dealer as of the Trade Date on pricing terms and within a time period reasonably acceptable to it of all or a portion of the Transaction such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Reporting Terminated Portion”) of the Transaction, such that an Excess Ownership Position no longer exists. In the event that Dealer so designates an Early Termination Date with respect to an Articles Terminated Portion or a Reporting Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Articles Terminated Portion or the Reporting Terminated Portion, as the case may be, (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 paragraph 8(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence). The “Articles Ownership Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and its affiliates “own or control” (within the meaning of Article 12 Section 2 of Counterparty’s Certificate of Incorporation) on such day, and (B) the denominator of which is the number of Shares outstanding on such day. The “Option Equity Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the sum of (i) the number of Shares that Dealer and any of its affiliates subject to aggregation with Dealer, for purposes of the “beneficial ownership” test under Section 13 of the Exchange Act, and all persons who may form a “group” (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) with Dealer (“Dealer Group”) “beneficially owns” (within the meaning of Section 13 of the Exchange Act) on such day, other than any Shares so owned as a hedge of the Transaction, and (ii) the product of the Number of Options and the Option Entitlement and (B) the denominator of which is the number of Shares outstanding on such day. For purposes of this Section 8(g), the term “Dealer” shall include any of the Dealer’s permitted successors or assigns.

Transfer or Assignment. (i) Counterparty shall have the right to Dealer may transfer or assign (a “Transfer”) all or any part of its rights and or obligations hereunder with respect to all, but not less than all, of under the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: Transaction (A) With respect without Counterparty’s consent to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment affiliate of Dealer, will not expose Dealer to material risks under applicable securities lawsbut, only if (1) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment, (2) as a result of such Transfer, Counterparty will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Master Agreement, as applicable, greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment and assignment; (F3) Without limiting such affiliate of Dealer (x) has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the generality time of clause such Transfer or (y) whole obligations hereunder will be guaranteed, pursuant to terms of a customary guarantee in a form used by Dealer generally for similar transactions by Dealer, or (B) with Counterparty’s consent (whose consent shall not be unreasonably withheld) (1) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness (or to any other third party whose obligations are guaranteed by an entity with a rating for its long term, unsecured and unsubordinated indebtedness) equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), 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 rating agency mutually agreed by Counterparty shall cause and Dealer and (2) as a result of such Transfer, Counterparty will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Master Agreement, as applicable, greater than the amount that Counterparty would have been required to make such Payee Tax Representations and pay to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with the absence of such transfer or assignment. Dealer shall provide prior written notice to Counterparty of any such Transfer.

Transfer or Assignment. (i) Counterparty shall have Company may not transfer any of its rights or obligations under the right to 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 at any time to any affiliate of Dealer (A) that has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than the best of Dealer’s credit rating and the credit rating of any guarantor of Dealer’s obligations hereunder, in each case, at the time of the transfer or assignment, or (B) whose obligations hereunder with respect will be guaranteed, pursuant to allthe terms of a customary guarantee in a form used by Dealer generally for similar transactions, but not less by Dealer or any parent of Dealer that has a credit rating that is equal to or better than allthe best of Dealer’s credit rating and the credit rating of any guarantor of Dealer’s obligations hereunder, in each case, at the time of the Options hereunder (such Options, the “Transfer Options”)transfer or assignment; provided that any such transfer or assignment shall be subject to reasonable the conditions that Dealer may impose(I) following such transfer or assignment, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice terms and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) conditions of this Confirmation; (B) Any Transfer Options shall only be the Agreement as so transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “CodeTransferred Agreement”); (C) Such shall be substantially the same as the terms and conditions of the Agreement immediately prior to such transfer or assignment shall be effected on termsassignment, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealer, II) Company will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to the transferee on any payment date an amount in respect of an Indemnifiable Tax under Section 2(d)(i)(4) of the Transferred Agreement greater than an the amount that Dealer in respect of which Company would have been required to pay or deliver to Counterparty Dealer under Section 2(d)(i)(4) in the absence of such transfer and assignment; the transfer, (EIII) An Event Company will not receive any payment under the Transferred Agreement from which an amount is required to be withheld or deducted for or on account of Defaulta Tax with respect to which no additional amount is required to be paid by the transferee under Section 2(d)(i)(4) of the Transferred Agreement (other than by reason of Section 2(d)(i)(4)(A) or (B) thereof), Potential (IV) neither an Event of Default or with respect to which Dealer is the Defaulting Party nor a Termination Event will not with respect to which Dealer is the sole Affected Party has occurred and is continuing at the time of the transfer, and neither an Event of Default nor a Termination Event shall occur as a result of the transfer, (V) each of Dealer and the transferee is a dealer in “notional principal contracts” within the meaning of Section 1.446-3(c)(4)(iii) of the U.S. Treasury Regulations and in other derivatives, and (VI) Dealer has used its good faith efforts to provide prior notice to Company of such transfer and assignment; the proposed date of such transfer, and shall provide written notice to Company reasonably promptly following such transfer. In addition, if at any time (FA) Without limiting the generality of clause Section 16 Percentage exceeds 7.5%, (B), Counterparty shall cause ) 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.Warrant Equity Percentage exceeds

Transfer or Assignment. Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of Bank. Bank may, without Company’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party. If after Bank’s commercially reasonable efforts, Bank is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to Bank and within a time period reasonably acceptable to Bank of a sufficient number of Warrants to reduce (i) Counterparty shall have Bank Group’s “beneficial ownership” (within the right meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to transfer 8.0% of Company’s outstanding Shares or assign its rights and obligations hereunder less or (ii) the Warrant Equity Percentage to 14.5% or less, Bank may designate any Exchange Business Day as an Early Termination Date with respect to alla portion (the “Terminated Portion”) of this Transaction, but not such that (i) Bank Group’s “beneficial ownership” following such partial termination will be equal to or less than all8.0% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that Bank so designates an Early Termination Date with respect to a portion of this Transaction, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment a payment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations made pursuant to Section 10(b6 of the Agreement as if (i) or any obligations under Section 10(oan Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the Terminated Portion, (ii) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment Company shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking the sole Affected Party with respect to compliance with applicable such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of paragraph 9(j) shall apply to any amount that is payable by Company to Bank pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Bank to purchase, sell, receive or deliver any Shares or other securities laws to or from Company, Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Bank’s obligations in a manner that, in respect of this Transaction and any such designee may assume such obligations. Bank shall be discharged of its obligations to Company to the reasonable judgment of Dealer, will not expose Dealer to material risks under applicable securities laws) and execution extent of any documentation and delivery such performance. “Bank Group” means Bank or any affiliate of legal opinions Bank subject to aggregation with respect to securities laws and other matters by Bank under such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) 13 of the Agreement greater than an amount that Dealer would have been required to pay or deliver to Counterparty in Exchange Act and rules promulgated thereunder and all persons who may form a “group” (within the absence meaning of such transfer and assignment; (ERule 13d-5(b)(1) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (Funder the Exchange Act) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignmentBank.

Transfer or Assignment. The Company may not transfer any of its rights or obligations under the Transaction without the prior written consent of Bank. Bank may transfer or assign all or any portion of its rights or obligations under the Transaction without consent of the Company to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Bank at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), 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 Company and Bank. If, however, in Bank’s sole discretion, Bank is unable to effect a transfer or assignment on pricing terms reasonably acceptable to Bank and within a time period reasonably acceptable to Bank of a sufficient number of Warrants to reduce (i) Counterparty shall have Bank Group’s “beneficial ownership” (within the right meaning of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) to transfer equal to or assign its rights less than 7.5%, (ii) the Warrant Equity Percentage to equal to or less than 14.5%, and obligations hereunder (iii) the Share Amount to equal to or less than the Post-Effective Limit (if any applies), Bank may designate any Exchange Business Day as an Early Termination Date with respect to alla portion (the “Terminated Portion”) of the Transaction, but not such that (i) Bank Group’s “beneficial ownership” following such partial termination will be equal to or less than all7.5%, (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limit. In the event that Bank so designates an Early Termination Date with respect to a portion of the Options hereunder (such OptionsTransaction, the “Transfer Options”); provided that such transfer or assignment a payment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations made pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) 6 of the Agreement greater than as if (i) an amount that Dealer would have Early Termination Date had been required designated in respect of a Transaction having terms identical to pay or deliver the Transaction and a Number of Warrants equal to Counterparty in the absence of such transfer and assignment; Terminated Portion, (Eii) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty Company shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.be

Transfer or Assignment. Counterparty may transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer provided the following conditions are satisfied: (i) Counterparty shall have the right receipt by Dealer of opinions and documentation reasonably satisfactory to Dealer in connection with such transfer, (ii) such transfer or assign its rights and obligations hereunder being effected on terms reasonably satisfactory to Dealer with respect to allany legal and regulatory requirements relevant to Dealer, but not less than all, of (iii) the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is transferee being a United States person (as defined in the Internal Revenue Code of 1986Code), as amended, the “Code”); (Civ) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the Dealer’s reasonable judgment of Dealerdetermination, Dealer will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will notbe required, as a result of such transfer and assignmenttransfer, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount the amount, if any, that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer and assignment; transfer, (Ev) An that, in Dealer’s reasonable determination, no Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment(vi) that Counterparty will continue to be obligated to provide notices hereunder relating to the Convertible Notes and will continue to be obligated under the provisions set forth under “Disposition of Hedge Shares” and “Repurchase Notices” herein. In addition, Dealer may transfer or assign all or a portion of its Capped Note Hedging Units hereunder at any time without the consent of Counterparty to any of its affiliates that is a 100% owned direct or indirect subsidiary of Dealer’s ultimate parent company and has an equal or better creditworthiness than Dealer (or its guarantor’s) or whose obligations would be guaranteed by Dealer (or its guarantor); (F) Without limiting the generality of clause (B)provided that, in Dealer’s reasonable determination, Counterparty shall cause will not be required, as a result of such transfer, to pay the transferee an amount under Section 2(d)(i)(4) of the Agreement greater than the amount, if any, that Counterparty would have been required to make such Payee Tax Representations and pay to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results described in clauses (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with the absence of such transfer or assignmenttransfer.

Transfer or Assignment. (i) Counterparty shall have Company may not transfer any of its rights or obligations under this Transaction without the right to prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights and or obligations hereunder with respect under this Transaction to allany third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, but not less than all(2) the Warrant Equity Percentage exceeds 14.5%, of or (3) the Options hereunder Share Amount exceeds the Post-Effective Limit (such Optionsif any applies), the “Transfer Options”); provided that such Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any 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 (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be 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 United States percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) directly or indirectly beneficially own (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) 13 or Section 16 of the Agreement greater than an amount that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer Exchange Act and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (Drules promulgated thereunder) and (EB) will not occur upon or after such transfer 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 (x) the product of the Number of Warrants and assignment; the Warrant Entitlement and (Gy) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred the aggregate number of Shares underlying any other warrants purchased by Dealer in connection with such transfer or assignment.from Company, and (B) the denominator of which is the number of Shares

Transfer or Assignment. Neither party may transfer any of its rights or obligations hereunder and under the Transaction and Agreement without the prior written consent of the non-transferring party (such consent not to be unreasonably withheld); provided that, subject to applicable law, Dealer may transfer or assign without any consent of Counterparty its rights and obligations hereunder, in whole or in part, to any of its affiliates of credit quality at least equivalent to that of Dealer as of the Trade Date or to any other of its affiliates provided that Counterparty shall receive a full guaranty of such affiliate’s obligations from Dealer in form and substance reasonably satisfactory to Counterparty if (i) Counterparty shall have the right to an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assign assignment and (ii) as a result of such transfer or assignment, Counterparty 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 Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment. Except for the transfer or assignment contemplated in the proviso to the first sentence of this paragraph 8(g), in the case of a transfer or assignment by Counterparty or Dealer of its rights and obligations hereunder with respect to alland under the Agreement, but not less than all, of the in whole or in part (any Options hereunder (such Optionsso transferred or assigned, the “Transfer Options”); provided that , to any party, withholding of consent by the other party (the “Remaining Party”) shall not be considered unreasonable if such transfer or assignment shall be subject to does not meet the following reasonable conditions that Dealer the Remaining Party may impose, including but not limited, to the following conditions: (Ai) With with respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(bparagraph 8(b) (“Repurchase Notices”) or any obligations under Section 10(oparagraph 2 regarding Extraordinary Events or paragraph 8(m) or 10(t(“Registration”) of this Confirmation; (Bii) Any any Transfer Options shall only be transferred or assigned to a third party that is a United States U.S. person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (Ciii) Such such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party transferee (including, but not limited to, an undertaking undertakings with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment of Dealerthe Remaining Party, will not expose Dealer the Remaining Party to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party transferee and Counterparty, the transferor as are reasonably requested and reasonably satisfactory to Dealerthe Remaining Party; (Div) Dealer the Remaining Party will not, as a result of such transfer and or assignment, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Dealer the Remaining Party would have been required to pay or deliver to Counterparty the transferor in the absence of such transfer and or assignment; (Ev) An an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and or assignment; (Fvi) Without without limiting the generality of clause (Bii), Counterparty the transferor shall cause have caused the transferee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer the Remaining Party to permit Dealer the Remaining Party to determine that results described in clauses (Div) and (Ev) will not occur upon or after such transfer and or assignment; and (Gvii) Counterparty the transferor shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer the Remaining Party in connection with such transfer or assignment. Notwithstanding the foregoing, at any time at which a transaction proposed to be entered into by Dealer would cause the Articles Ownership Percentage to exceed 4.9%, unless Counterparty provides an acknowledgment to Dealer to the effect that the Shares owned or controlled by Dealer or any of its affiliates will not be deemed as owned or controlled by an “Alien” (as defined in Article Twelve Section 6 of Counterparty’s Certificate of Incorporation), Dealer may (or shall, if requested by Counterparty) transfer or assign to a third party such portion of the Transaction that would otherwise cause the Articles Ownership Percentage to exceed 4.9% (it being understood and agreed that Dealer would make such a transfer or assignment to (a) one of its U.S. affiliates, if, in Counterparty’s view, such a transfer or assignment would result in the Shares owned or controlled by such U.S. affiliates not being owned or controlled by an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation) or (b) unless otherwise consented by Counterparty, to a third party who is not an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation, if the transfer or assignment would otherwise result in such Shares deemed owned or controlled by an “Alien” for purposes of Article Twelve of Counterparty’s Certificate of Incorporation); provided further that if Dealer is unable to effect a transfer or assignment to a third party after its commercially reasonable efforts on pricing terms reasonably acceptable to Dealer (or to one of its U.S. affiliates, if, in Counterparty’s view, such a transfer or assignment would result in the Shares owned or controlled by such U.S. affiliates not being owned or controlled by an “Alien” for purposes of Article Twelve of Counterparty’s Articles of Incorporation) such that the Articles Ownership Percentage does not exceed 4.9%, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Articles Terminated Portion”) of the Transaction, such that the Articles Ownership Percentage following such partial termination will be equal to 4.9%. Notwithstanding the foregoing, at any time at which (1) the Option Equity Percentage exceeds 9.0% or (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 any relevant state corporate law or any state or federal bank holding company or banking laws, 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 in excess of a number of Shares equal to (x) the number of Shares that, in the good faith determination of the relevant Dealer Person, would give rise to materially burdensome reporting or registration 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 stockholder” or “acquiring person” status under Section 203 of the Delaware General Corporation Law, but excluding any report or filing required pursuant to Section 13 of the Exchange Act and the rules promulgated thereunder) and with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1.0% of the number of Shares outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”) and Dealer is unable, after commercially reasonable efforts, to eliminate such Excess Ownership Position or effect a transfer or assignment to a third party with a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness at least equal to that of Dealer as of the Trade Date on pricing terms and within a time period reasonably acceptable to it of all or a portion of the Transaction such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a portion (the “Reporting Terminated Portion”) of the Transaction, such that an Excess Ownership Position no longer exists. In the event that Dealer so designates an Early Termination Date with respect to an Articles Terminated Portion or a Reporting Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (i) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Options equal to the Articles Terminated Portion or the Reporting Terminated Portion, as the case may be, (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 paragraph 8(k) shall apply to any amount that is payable by Dealer to Counterparty pursuant to this sentence). The “Articles Ownership Percentage” as of any day is the fraction, expressed as a percentage, (A) the numerator of which is the number of Shares that Dealer and its affiliates “own or control” (within the meaning of Article 12 Section 2 of Counterparty’s Certificate of Incorporation) on such day, and (B) the denominator of which is the number of Shares outstanding on such day.

Transfer or Assignment. (i) Counterparty shall have the right to Dealer may transfer or assign all or any part of its rights and or obligations hereunder with respect to all, but not less than all, of under the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: Transaction (A) With respect without Counterparty’s consent to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment affiliate of Dealer, but, only if (1) an Event of Default, Potential Event of Default, or Termination Event will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, occur as a result of such transfer or assignment and (2) as a result of such transfer or assignment, Counterparty will not be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement Master Agreement, as applicable, greater than an the amount that Dealer Counterparty would have been required to pay or deliver to Counterparty Dealer in the absence of such transfer or assignment, or (B) with Counterparty’s consent (whose consent shall not be unreasonably withheld) to any other third party with a rating for its long term, unsecured and assignment; unsubordinated indebtedness (Eor to any other third party whose obligations are guaranteed by an entity with a rating for its long term, unsecured and unsubordinated indebtedness) An Event equal to or better than the lesser of Default, Potential Event (1) the credit rating of Default or Termination Event will not occur as a result Dealer at the time of such the transfer and assignment; (F2) Without limiting A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), 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 rating agency mutually agreed by Counterparty and Dealer. If at any time at which (A) the generality of clause Section 16 Percentage exceeds 8.5%, (B)) the Forward Equity Percentage exceeds 14.5%, Counterparty shall cause or (C) the transferee to make Share Amount exceeds the Applicable Share Limit (if any applies) (any such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results condition described in clauses (DA), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any 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 Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment (or if applicable, in accordance with and subject to Section 7(f), delivery) shall be made pursuant to Section 6 of the Master Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Shares equal to the number of Shares underlying the Terminated Portion, (2) Counterparty were the sole Affected Party with respect to such partial termination and (E3) will not occur upon or after such transfer and assignment; and the Terminated Portion were the sole Affected Transaction (Gand, for the avoidance of doubt, the provisions of Section 7(f) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred apply to any amount that is payable by Dealer in connection with such transfer or assignment.to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). The “

Transfer or Assignment. Counterparty or Parent may not transfer any of its rights or obligations under this Transaction without the prior written consent of JPMorgan. JPMorgan may, without Counterparty’s and Parent’s consent, transfer or assign all or any part of its rights or obligations under this Transaction to any third party (the “Transferee”) with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, credit rating of JPMorgan at the time of the Options hereunder transfer and (ii) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), or A3 by Xxxxx’x Investor Service, Inc. (“Moody’s”) or, if either S&P or Moody’s ceases to rate such Optionsdebt, at least an equivalent rating or better by a substitute agency rating mutually agreed by Counterparty and JPMorgan (the “Transfer OptionsMinimum Agency Credit Rating”); provided that the Transferee agrees not to transfer or assign all or any part of its rights or obligations under such transferred or assigned portion of this Transaction (the “Transferred Transaction”) to any third party unless such third party has a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (i) the credit rating of the Transferee at the time of the transfer and (ii) the Minimum Agency Credit Rating; and provided further that the Transaction will not, at the time of transfer, exceed the Threshold Value (as defined below) with respect to the Transferee and such Transferee agrees (i) to comply with Section 9(aa) of this Confirmation with respect to its securities and (ii) not to transfer or assign all or any portion of the Transferred Transaction to any other third party unless such third party agrees to comply with Section 9(aa) of this Confirmation with respect to its securities (it being understood that all references therein to JPMorgan shall instead refer to such Transferee or such subsequent third party, as applicable). If after JPMorgan’s commercially reasonable efforts, JPMorgan is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to JPMorgan and within a time period reasonably acceptable to JPMorgan of a sufficient number of Options to reduce (i) the aggregate “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) of JPMorgan and any of its affiliates with which it is required to aggregate “beneficial ownership” under Section 13 of the Exchange Act and rules promulgated thereunder (“JPMorgan Group”) to 7.5% of Parent’s outstanding Shares or less, (ii) the Option Equity Percentage to 6.5% or less, (iii) X.X. Xxxxxx Chase & Co.’s (“Bank”) Beneficial Ownership or Constructive Ownership (as such terms are defined in the Charter) of Common Stock (as such term is defined in the Charter) to 8.0% or less or (iv) the percentage of the total vote or the total value of JPMorgan’s securities that this Transaction represents to 9.5% or less, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such that (i) the JPMorgan Group’s “beneficial ownership” following such partial termination will be equal to or less than 7.5%, (ii) the Option Equity Percentage following such partial termination will be equal to or less than 6.5%, (iii) Bank’s Beneficial Ownership or Constructive Ownership (as such terms are defined in the Charter) of Common Stock (as such term is defined in the Charter) following such partial termination will be equal to or less than 8.0% or (iv) the percentage of the total vote or the total value of JPMorgan’s securities that this Transaction represents to or less than 9.5%. If the Waiver terminates or ceases to be valid, binding or enforceable against Counterparty JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to all or a portion of this Transaction. Solely for purposes of this subsection, following receipt of any Repurchase Notice or Exchange Rate Adjustment Notice, (i) JPMorgan Group’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) with respect to Shares, (ii) the Options Equity Percentage and (iii) Bank’s Beneficial Ownership or Constructive Ownership (as such terms are defined in the Charter) with respect to the Common Stock (as such term is defined in the Charter), as the case may be, shall incorporate the deemed effect of the relevant Share repurchase (in the case of a Repurchase Notice) or New Exchange Rate (in the case of an Exchange Rate Adjustment Notice). In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations made pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) 6 of the Agreement greater than as if (i) an amount that Dealer would have Early Termination Date had been required designated in respect of a Transaction having terms identical to pay or deliver this Transaction and a Number of Options equal to Counterparty in the absence of such transfer and assignment; Terminated Portion, (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (Gii) Counterparty shall be responsible the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for all commercially reasonable costs the avoidance of doubt, the provisions of Section 9(q) shall apply to any amount that is payable by JPMorgan to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). 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 expenses, including commercially reasonable counsel fees, incurred by Dealer otherwise to perform JPMorgan’s obligations in connection with respect of this Transaction and any such transfer or assignmentdesignee may assume such obligations. JPMorgan shall be discharged of its obligations to Counterparty to the extent of any such performance.

Transfer or Assignment. The Company may not transfer any of its rights or obligations under the Transaction without the prior written consent of Bank. Bank may transfer or assign all or any portion of its rights or obligations under the Transaction without consent of the Company to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Bank at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), 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 Company and Bank. If, however, in Bank’s sole discretion, Bank is unable to effect a transfer or assignment on pricing terms reasonably acceptable to Bank and within a time period reasonably acceptable to Bank of a sufficient number of Warrants to reduce (i) Counterparty shall have Bank Group’s “beneficial ownership” (within the right meaning of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) to transfer equal to or assign its rights less than 7.5%, (ii) the Warrant Equity Percentage to equal to or less than 14.5%, and obligations hereunder (iii) the Share Amount to equal to or less than the Post-Effective Limit (if any applies), Bank may designate any Exchange Business Day as an Early Termination Date with respect to alla portion (the “Terminated Portion”) of the Transaction, but not such that (i) Bank Group’s “beneficial ownership” following such partial termination will be equal to or less than all7.5%, (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limit. In the event that Bank so designates an Early Termination Date with respect to a portion of the Options hereunder (such OptionsTransaction, the “Transfer Options”); provided that such transfer or assignment a payment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations made pursuant to Section 10(b6 of the Agreement as if (i) or any obligations under Section 10(oan Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Warrants equal to the Terminated Portion, (ii) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment Company shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking the sole Affected Party with respect to compliance such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provision of paragraph 9(n) shall apply to any amount that is payable by the Company to Bank pursuant to this sentence). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Bank to purchase, sell, receive or deliver any Shares or other securities to or from the Company, Bank may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Bank’s obligations in respect of the Transaction and any such designee may assume such obligations. Bank shall be discharged of its obligations to the Company to the extent of any such performance. “Bank Group” means Bank and each business unit of its affiliates subject to aggregation with Bank under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation or regulatory order that for any reason becomes applicable securities laws to ownership of Shares after the Trade Date (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Bank in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a manner thatBank Person, or would result in an adverse effect on a Bank Person, under the Applicable Laws, as determined by Bank in its reasonable discretion, minus (y) 1% of the number of Shares outstanding. If at any time Bank determines, in the its reasonable judgment opinion based upon advice of Dealercounsel, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, that as a result of Company’s direct or indirect interest in, or direct or indirect control of, either Textron Business Credit, Inc. or Textron Financial Corporation, any state or federal laws are or have become applicable to Bank’s ownership of Shares, then the Post-Effective Limit and the Share Amount shall be determined as set forth above in the definitions of those terms, irrespective of whether or not such transfer and assignment, be required laws have been applicable to pay ownership of Shares on or deliver prior to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignmentTrade Date.

Transfer or Assignment. Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of JPMorgan. JPMorgan may, without Counterparty’s consent, transfer or assign all or any part of its rights or obligations under the Transaction 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 credit rating of JPMorgan at the time of the transfer and (ii) A- by Standard and Poor's Rating Group, Inc. or its successor (“S&P”), 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 shall have the right and JPMorgan. If after JPMorgan’s commercially reasonable efforts, JPMorgan is unable to effect such a transfer or assign its rights assignment on pricing terms reasonably acceptable to JPMorgan and obligations hereunder within a time period reasonably acceptable to JPMorgan of a sufficient number of Options to reduce (i) JPMorgan’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Counterparty’s outstanding Shares 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, the “Option Equity Percentage”) to 14.5% or less, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to alla portion (the “Terminated Portion”) of this Transaction, but not such that (i) its “beneficial ownership” following such partial termination will be equal to or less than all7.5% or (ii) the Option Equity Percentage following such partial termination will be equal to or less than 14.5%. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment a payment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations made pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) 6 of the Agreement greater than as if (i) an amount that Dealer would have Early Termination Date had been required designated in respect of a Transaction having terms identical to pay or deliver this Transaction and a Number of Options equal to Counterparty in the absence of such transfer and assignment; Terminated Portion, (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (Gii) Counterparty shall be responsible the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for all commercially reasonable costs the avoidance of doubt, the provisions of Section 9(l) shall apply to any amount that is payable by JPMorgan to Counterparty pursuant to this sentence as if Counterparty was not the Affected Party). 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 expenses, including commercially reasonable counsel fees, incurred by Dealer otherwise to perform JPMorgan’s obligations in connection with respect of this Transaction and any such transfer or assignmentdesignee may assume such obligations. JPMorgan shall be discharged of its obligations to Counterparty to the extent of any such performance.

Transfer or Assignment. The Company may not transfer any of its rights or obligations under the Transaction without the prior written consent of Bank. Bank may transfer or assign all or any portion of its rights or obligations under the Transaction without consent of the Company to any third party with a rating for its long term, unsecured and unsubordinated indebtedness equal to or better than the lesser of (1) the credit rating of Bank at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), 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 Company and Bank. If, however, in Bank’s sole discretion, Bank is unable to effect a transfer or assignment on pricing terms reasonably acceptable to Bank and within a time period reasonably acceptable to Bank of a sufficient number of Warrants to reduce (i) Counterparty shall have Bank Group’s “beneficial ownership” (within the right meaning of Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder) to transfer equal to or assign its rights less than 7.5%, (ii) the Warrant Equity Percentage to equal to or less than 14.5%, and obligations hereunder (iii) the Share Amount to equal to or less than the Post-Effective Limit (if any applies), Bank may designate any Exchange Business Day as an Early Termination Date with respect to alla portion (the “Terminated Portion”) of the Transaction, but not such that (i) Bank Group’s “beneficial ownership” following such partial termination will be equal to or less than all7.5%, (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%, and (iii) the Share Amount following such partial termination will be equal to or less than such Post-Effective Limit. In the event that Bank so designates an Early Termination Date with respect to a portion of the Options hereunder (such OptionsTransaction, the “Transfer Options”); provided that such transfer or assignment a payment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations made pursuant to Section 10(b6 of the Agreement as if (i) or any obligations under Section 10(oan Early Termination Date had been designated in respect of a Transaction having terms identical to the Transaction and a Number of Warrants equal to the Terminated Portion, (ii) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment Company shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking the sole Affected Party with respect to compliance such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provision of paragraph 9(n) shall apply to any amount that is payable by the Company to Bank pursuant to this sentence). “Bank Group” means Bank and each business unit of its affiliates subject to aggregation with Bank under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder. The “Share Amount” as of any day is the number of Shares that Bank and any person whose ownership position would be aggregated with that of Bank (Bank or any such person, a “Bank Person”) under any law, rule, regulation or regulatory order that for any reason becomes applicable securities laws to ownership of Shares after the Trade Date (“Applicable Laws”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Bank in its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would give rise to reporting or registration obligations or other requirements (including obtaining prior approval from any person or entity) of a manner thatBank Person, or would result in an adverse effect on a Bank Person, under the Applicable Laws, as determined by Bank in its reasonable discretion, minus (y) 1% of the number of Shares outstanding. If at any time Bank determines, in the its reasonable judgment opinion based upon advice of Dealercounsel, will not expose Dealer to material risks under applicable securities laws) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, that as a result of Company’s direct or indirect interest in, or direct or indirect control of, either Textron Business Credit, Inc. or Textron Financial Corporation, any state or federal laws are or have become applicable to Bank’s ownership of Shares, then the Post-Effective Limit and the Share Amount shall be determined as set forth above in the definitions of those terms, irrespective of whether or not such transfer and assignment, be required laws have been applicable to pay ownership of Shares on or deliver prior to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignmentTrade Date.

Transfer or Assignment. (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b9(b) or any obligations under Section 10(o9(n) or 10(t9(s) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.. 20

Transfer or Assignment. (i) Counterparty shall have the right to Dealer may transfer or assign (a “Transfer”) all or any part of its rights and or obligations hereunder with respect to all, but not less than all, of under the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: Transaction (A) With respect without Counterparty’s consent to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to compliance with applicable securities laws in a manner that, in the reasonable judgment affiliate of Dealer, will not expose Dealer to material risks under applicable securities lawsbut, only if (1) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer or assignment, (2) as a result of such Transfer, Counterparty will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Master Agreement, as applicable, greater than the amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment and assignment; (F3) Without limiting such affiliate of Dealer (x) has a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating at the generality time of clause such Transfer or (y) whole obligations hereunder will be guaranteed, pursuant to terms of a customary guarantee in a form used by Dealer generally for similar transactions by Dealer, or (B) with Counterparty’s consent (whose consent shall not be unreasonably withheld) (1) to any other third party with a rating for its long term, unsecured and unsubordinated indebtedness (or to any other third party whose obligations are guaranteed by an entity with a rating for its long term, unsecured and unsubordinated indebtedness) equal to or better than the lesser of (1) the credit rating of Dealer at the time of the transfer and (2) A- by Standard and Poor’s Rating Group, Inc. or its successor (“S&P”), 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 rating agency mutually agreed by Counterparty shall cause and Dealer and (2) as a result of such Transfer, Counterparty will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Master Agreement, as applicable, greater than the amount that Counterparty would have been required to make pay to Dealer in the absence of such Payee Tax Representations and transfer or assignment. Dealer shall provide prior written notice to provide Counterparty of any such tax documentation as may be reasonably requested by Dealer to permit Dealer to determine that results Transfer. If at any time at which (A) the Section 16 Percentage exceeds 8.5%, (B) the Forward Equity Percentage exceeds 14.5%, or (C) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (DA), (B) or (C), an “Excess Ownership Position”), Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment of a portion of the Transaction to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that no Excess Ownership Position exists, then Dealer may designate any Business Day as an Early Termination Date with respect to a portion of the Transaction (Ethe “Terminated Portion”), such that following such partial termination no Excess Ownership Position exists. In the event that Dealer so designates an Early Termination Date with respect to a portion of the Transaction, a payment (or if applicable, in accordance with and subject to Section 7(f), delivery) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer made pursuant to Section 6 of the Master Agreement as if (1) an Early Termination Date had been designated in connection with such transfer or assignment.respect of

Transfer or Assignment. (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that such transfer or assignment shall be subject to reasonable conditions that Dealer may imposeimpose that are generally applicable in similar situations (if any) and applied in a non-discriminatory manner, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b(b) or any obligations under Section 10(o(o) or 10(tor(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, amended (the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to applicable securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E, nor receive from the transferee on any payment date an amount under Section 2(d)(i)(4) An Event of Default, Potential Event of Default or Termination Event will not occur as a result the Agreement that is less than the amount that Dealer would have received from Counterparty in the absence of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.;

Transfer or Assignment. (i) Counterparty shall have may not transfer any of its rights or obligations under this Transaction without the right prior written consent of BofA, except for the assignment to the Trust described above. Notwithstanding anything to the contrary in the Agreement, BofA may transfer or assign its rights or obligations under this Transaction, in whole or in part, without the consent of Counterparty, to either (i) any of BofA’s affiliates, provided that the obligations of such affiliate hereunder and obligations hereunder under the Agreement are wholly and unconditionally guaranteed, prior to any transfer or assignment, by BofA in a form reasonably acceptable to the Trust or (ii) notwithstanding clause (i), any of BofA’s affiliates or any party specified on Schedule 1 hereto with respect to alla Credit Rating (as defined herein) that is, but not less than all, at the time of the Options hereunder (such Options, the “Transfer Options”); provided that such relevant transfer or assignment assignment, (a) A+ or higher by S&P or (b) Aa3 or higher by Mxxxx’x; provided, that any such transferee or assignee shall be subject to reasonable conditions the requirements (i) to make the representation set forth in Section 7(e) hereof and (ii) to deliver any Tax forms reasonably requested by Counterparty; provided, also, that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) if such transferee or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that assignee is a United States person Broker (as defined in 3(a)(4) of the Internal Revenue Code Exchange Act) or a Dealer (as defined in 3(a)(5) of 1986the Exchange Act), BofA may only transfer or assign rights or obligations under this Transaction to such transferee or assignee with the prior written consent of Counterparty and, prior to the Assignment Effective Date, the FCR and C&D (as amendeddefined below), such consent not to be unreasonably withheld. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing BofA to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, BofA may designate any of its affiliates (the “Designee”) to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform BofA’s obligations in respect of this Transaction, and Designee may assume such obligations. If the Designee shall have performed the obligations of BofA hereunder, then BofA shall be discharged of its obligations to Counterparty solely to the extent of any such performance. For purposes of the foregoing, the “Code”); (C) Such transfer Credit Rating” of a party means the rating of a party assigned by either S&P or assignment shall be effected on termsMxxxx’x to such party’s long term, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) unsecured and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay unsubordinated indebtedness or deliver to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignmentdeposits.

Transfer or Assignment. Counterparty may not transfer any of its rights or obligations under this Transaction without the prior written consent of Lxxxxx, except for the assignment to the Trust described above. Notwithstanding anything to the contrary in the Agreement, Lxxxxx may transfer or assign all or any portion of its rights or obligations under this Transaction without the consent of Counterparty to either (i) Counterparty shall have the right to transfer or assign its rights and obligations hereunder with respect to all, but not less than all, any affiliate of the Options hereunder (such Options, the “Transfer Options”)Lxxxxx; provided that the obligations of such affiliate hereunder and under the Agreement are wholly and unconditionally guaranteed, prior to any transfer or assignment assignment, by Lxxxxx Brothers Holdings Inc. in a form acceptable to the Trust or (ii) any party specified on Schedule 1 hereto with a Credit Rating (as defined herein) that is, at the time of the relevant transfer, (a) A+ or higher by S&P or (b) Aa3 or higher by Mxxxx’x; provided, that any such transferee or assignee shall be subject to reasonable conditions the requirements (i) to make the representation set forth in Section 7(e) hereof and (ii) to deliver any Tax forms reasonably requested by Counterparty; provided, also, that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) if such transferee or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that assignee is a United States person Broker (as defined in 3(a)(4) of the Internal Revenue Code Exchange Act) or a Dealer (as defined in 3(a)(5) of 1986the Exchange Act), Lxxxxx may only transfer or assign rights or obligations under this Transaction to such transferee or assignee with the prior written consent of Counterparty and, prior to the Assignment Effective Date, the FCR and C&D (as amendeddefined below). Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing Lxxxxx to purchase, sell, receive or deliver any Shares or other securities to or from Counterparty, Lxxxxx may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform Lxxxxx’x obligations in respect of this Transaction and any such designee may assume such obligations. Lxxxxx shall be discharged of its obligations to Counterparty solely to the extent of any such performance. For purposes of the foregoing, the “Code”); (C) Such transfer Credit Rating” of a party means the rating of a party assigned by either S&P or assignment shall be effected on termsMxxxx’x to such party’s long term, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) unsecured and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay unsubordinated indebtedness or deliver to 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 or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignmentdeposits.

Transfer or Assignment. Except as otherwise provided herein, this Agreement shall be binding upon and inure to the benefit of the parties and their successors and permitted assigns. The rights granted to the Purchaser by the Company under this Agreement to cause the Company to register Registrable Securities, and all other rights granted to any Purchaser by the Company hereunder, may be transferred or assigned (in whole or in part) by such Purchaser to (i) Counterparty shall have any partner or retired partner of such Purchaser, if such Purchaser is a partnership, (ii) any family member of such Purchaser or trust for the right to benefit thereof or of such Purchaser; or (iii) any transferee from such Purchaser of at least 5,000 shares of Registrable Securities; provided in each case that (i) the Company is given written notice by the Purchaser at the time of or within a reasonable time after such transfer or assign its rights assignment, stating the name and obligations hereunder address of said transferee or assignee and identifying the securities with respect to allwhich such registration rights are being transferred or assigned; and provided further that the transferee or assignee of such rights agrees in writing to be bound by the registration provisions of this Agreement, but not less than all, of the Options hereunder (such Options, the “Transfer Options”); provided that ii) such transfer or assignment is not made under the Registration Statement or Rule 144, (iii) such transfer is made according to the applicable requirements of the Purchase Agreement, (iv) the transferee has provided to the Company an investor questionnaire (or equivalent document) evidencing that the transferee is a "qualified institutional buyer" or an "accredited investor" defined in Rule 501(a)(1),(2),(3), or (7) of Regulation D, and (v) no transfer is made to the any member, or any affiliate of any member, of the "Proctor Group", any former director or officer of Agate or any compexxxxx xf the Company, as listed on Schedule A attached hereto. Each transferee of Registration Rights hereunder shall be subject required to reasonable conditions that Dealer may impose, including but not limited, certify prior to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned to a third party that is a United States person (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result completion of such transfer that they are not a member, or an affiliate of any member, of the "Proctor Group" by completing and assignment, be required to pay or deliver furnishing to the transferee on any payment date an amount under Section 2(d)(i)(4) Company a certifixxxx xxbstantially in the form of the Agreement greater than an amount that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur Transfer Certification Form attached hereto as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (D) and (E) will not occur upon or after such transfer and assignment; and (G) Counterparty shall be responsible for all commercially reasonable costs and expenses, including commercially reasonable counsel fees, incurred by Dealer in connection with such transfer or assignment.Schedule B.

Transfer or Assignment. (i) Counterparty shall have Company may not transfer any of its rights or obligations under this Transaction without the right to prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights and or obligations hereunder with respect under this Transaction to allany third party. If at any time at which (1) the Section 16 Percentage exceeds 7.5%, but not less than all(2) the Warrant Equity Percentage exceeds 14.5%, of or (3) the Options hereunder Share Amount exceeds the Post-Effective Limit (such Optionsif any applies), the “Transfer Options”); provided that such Dealer is unable after using its commercially reasonable efforts to effect a transfer or assignment shall be subject to reasonable conditions that Dealer may impose, including but not limited, to the following conditions: (A) With respect to any Transfer Options, Counterparty shall not be released from its notice and indemnification obligations pursuant to Section 10(b) or any obligations under Section 10(o) or 10(t) of this Confirmation; (B) Any Transfer Options shall only be transferred or assigned Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such that (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than any such Post-Effective Limit, then Dealer may designate any 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 (1) the Section 16 Percentage will be equal to or less than 7.5%, (2) the Warrant Equity Percentage will be equal to or less than 14.5%, and (3) the Share Amount will be equal to or less than such Post-Effective Limit. In the event that Dealer so designates an Early Termination Date with respect to a Terminated Portion, a payment shall be made pursuant to Section 6 of the Agreement as if (1) an Early Termination Date had been designated in respect of a Transaction having terms identical to this Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company shall be the sole Affected Party with respect to such partial termination and (3) the Terminated Portion shall be 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 United States percentage, (A) the numerator of which is the number of Shares that Dealer and each person subject to aggregation of Shares with Dealer under Section 13 or Section 16 of the Exchange Act and rules promulgated thereunder (the “Dealer Group”) directly or indirectly beneficially own (as defined in the Internal Revenue Code of 1986, as amended, the “Code”); (C) Such transfer or assignment shall be effected on terms, including any reasonable undertakings by such third party (including, but not limited to, an undertaking with respect to 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) and execution of any documentation and delivery of legal opinions with respect to securities laws and other matters by such third party and Counterparty, as are requested and reasonably satisfactory to Dealer; (D) Dealer will not, as a result of such transfer and assignment, be required to pay or deliver to the transferee on any payment date an amount under Section 2(d)(i)(4) 13 or Section 16 of the Agreement greater than an amount that Dealer would have been required to pay or deliver to Counterparty in the absence of such transfer Exchange Act and assignment; (E) An Event of Default, Potential Event of Default or Termination Event will not occur as a result of such transfer and assignment; (F) Without limiting the generality of clause (B), Counterparty shall cause 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 (Drules promulgated thereunder) and (EB) will not occur upon or after such transfer and assignment; 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 product of (x) the Number of Warrants and (Gy) Counterparty shall the Warrant Entitlement 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 responsible aggregated with that of Dealer (Dealer or any such person, a “Dealer Person”) under any law, rule, regulation or regulatory order that for all commercially reasonable costs and expensesany reason becomes applicable to ownership of Shares after the Trade Date (“Applicable Laws”), including commercially reasonable counsel feesowns, incurred beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership of under the Applicable Laws, as determined by Dealer in connection with its reasonable discretion. The “Post-Effective Limit” means (x) the minimum number of Shares that would 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 an adverse effect on a Dealer Person, under the Applicable Laws, as determined by Dealer in its reasonable discretion, minus (y) 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 to or from Company, Dealer may designate any of its affiliates to purchase, sell, receive or deliver such transfer Shares or assignmentother 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 Company to the extent of any such performance.