Common use of Transfer or Assignment Clause in Contracts

Transfer or Assignment. Prior to the Separation Date, the Warrants may be transferred or exchanged only as part of the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxes.

Transfer or Assignment. Prior to Either party may transfer or assign any of its rights or obligations under the Separation Date, Transaction with the Warrants may be transferred or exchanged only as part prior written consent of the Unit in which non-transferring party, such Warrant is included, and only for the purpose of effecting, consent not to be unreasonably withheld or in conjunction with, a transfer or exchange of such Unitdelayed. For the avoidance of doubt, Dealer may condition its consent on any of the following, without limitation: (i) the receipt by Dealer of opinions and documentation reasonably satisfactory to Dealer in connection with such transfer, (ii) such transfer being effected on terms reasonably satisfactory to Dealer with respect to any legal and regulatory requirements relevant to Dealer, (iii) that, in Dealer’s reasonable determination, Dealer 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 Dealer would have been required to pay to Counterparty in the absence of such transfer, (iv) that, in Dealer’s reasonable determination, no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and (v) 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 “Repurchase Notices” herein. If, (a) at any time (1) the Equity Percentage exceeds 9% 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 federal, state or local (including non-U.S.) laws, rules, regulations or regulatory orders, or any organizational documents or contracts of Counterparty that are, in each transfer case, applicable to ownership of Shares or Underlying Shares (excluding those arising under Sections 13 or 16 of the Exchange Act, “Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership in connection with a transaction with Counterparty in excess of a Unit on the register relating number of Shares and/or Underlying Shares, as applicable equal to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate (x) the number of Warrants evidenced Shares or Underlying Shares, as applicable that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state, federal or non-U.S. regulator) of a Dealer Person, in each case that is reasonably likely to result in an adverse effect on a Dealer Person, under Applicable Restrictions, as reasonably determined by Dealer, and with respect to which such requirements have not been met or the Warrant Certificates so surrendered relevant approval has not been received minus (y) 1% of the number of Shares or Underlying Shares, as applicable, outstanding on the date of determination (either such condition described in clause (1) or (2), an “Excess Ownership Position”), and registered in (b) Dealer is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing and terms and within a time period reasonably acceptable to it of all or a portion of the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only Transaction pursuant to the Depositorypreceding paragraph such that an Excess Ownership Position no longer exists, Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to another nominee a portion (the “Terminated Portion”) of the DepositoryTransaction, to a successor depository, or to a nominee of a successor depository; provided further, however, such that in an Excess Ownership Position no longer exists following such partial termination. In the event that Dealer so designates an Early Termination Date with respect to a Warrant surrendered portion of the Transaction, 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 the Transaction and a Number of Note Hedging Units equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for transfer bears a restrictive legendthe avoidance of doubt, the Warrant Agent provisions set forth under the caption “Alternative Calculations and Dealer Payment on Early Termination and on Certain Extraordinary Events” shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating apply to any amount that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred is payable by Dealer to Counterparty pursuant to this Section shall be accompanied by a proper payment sentence). The “Equity Percentage” as of any applicable transfer taxesday is the fraction, expressed as a percentage, (A) the numerator of which is the number of Underlying 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 (collectively, “Dealer Group”) “beneficially own” (within the meaning of Section 13 of the Exchange Act) in connection with a transaction with Counterparty without duplication on such day (or to the extent that the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number) and (B) the denominator of which is the number of Underlying Shares outstanding on such day.

Transfer or Assignment. Prior Counterparty may not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer not to the Separation Date, the Warrants may be transferred or exchanged only as part of the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unitunreasonably withheld. For the avoidance of doubt, each Dealer may condition its consent on any of the following, without limitation: (i) the receipt by Dealer of opinions and documentation reasonably satisfactory to Dealer in connection with such transfer, (ii) such transfer being effected on terms reasonably satisfactory to Dealer with respect to any legal and regulatory requirements relevant to Dealer, (iii) the transferee being a United States person (as defined in the Internal Revenue Code of 1986, as amended), (iv) that, in Dealer’s reasonable determination, Dealer 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 Dealer would have been required to pay to Counterparty in the absence of such transfer, (v) that, in Dealer’s reasonable determination, no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and (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 not, without the consent of Counterparty (such consent not to be unreasonably withheld), transfer or assign all or a portion of its Note Hedging Units hereunder except to any affiliate of Dealer (x) that has, at the time of such transfer or assignment, a rating for its long term, unsecured and unsubordinated indebtedness that is equal to or better than Dealer’s credit rating, or (y) whose obligation hereunder will be guaranteed, pursuant to the terms of a Unit on customary guarantee in a form used by Dealer generally for similar transactions, by Dealer or Dealer Parent. Notwithstanding the register relating foregoing, it shall be a further condition to a transfer or assignment by Dealer without Counterparty’s consent that such Units shall operate also to transfer the Warrants included or assignment would not result in such Unit. Upon surrender a deemed exchange by Counterparty of the Warrant Certificate and similar Warrant Certificates at the principal office transferred or assigned portion of the Warrant AgentTransaction for a modified transaction that differs materially in kind or extent for U.S. federal income tax purposes. If (a) at any time (1) the Section 16 Equity Percentage exceeds 8%, by (2) the Registered Holder hereof Unit Equity Percentage exceeds 14.5% or (3) 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 federal, state or local (including non-U.S.) laws, rules, regulations or regulatory orders, or any organizational documents or contracts of Counterparty that are, in person each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the power to vote or by an attorney duly authorized otherwise meets a relevant definition of ownership, or could be reasonably viewed as meeting any of the foregoing, in writing, with the election excess of a number of Shares equal to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate (x) the number of Warrants evidenced Shares that would give rise to reporting, registration, filing or notification obligations or other requirements (including obtaining prior approval by a state, federal or non-U.S. regulator) of a Dealer Person, or could result in an adverse effect on a Dealer Person (except for any filings of Schedule 13D or Schedule 13G under the Warrant Certificates so surrendered Exchange Act or any other filing obligations applicable as of the date hereof), under Applicable Restrictions, as determined by Dealer in its reasonable discretion, and registered with respect to which such requirements have not been met or the relevant approval has not been received minus (y) 1% of the number of Shares outstanding on the date of determination (either such condition described in clause (1), (2) or (3), an “Excess Ownership Position”), and (b) Dealer is unable, after commercially reasonable efforts, to effect a transfer or assignment on pricing and terms and within a time period reasonably acceptable to it of all or a portion of this Transaction pursuant to the preceding paragraph such that an Excess Ownership Position no longer exists (it being understood and agreed that, if an Excess Ownership Position exists, the condition to transfer or assignment set forth in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee last sentence of the Depositorypreceding paragraph shall not apply), Dealer may designate any Scheduled Trading Day as an Early Termination Date with respect to a successor depositoryportion (the “Terminated Portion”) of this Transaction, or to a nominee of a successor depository; provided further, however, such that in an Excess Ownership Position no longer exists following such partial termination. In the event that Dealer so designates an Early Termination Date with respect to a Warrant surrendered portion of this Transaction, 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 Note Hedging Units equal to the Terminated Portion, (ii) Counterparty shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for transfer bears a restrictive legendthe avoidance of doubt, the Warrant Agent provisions set forth under the caption “Alternative Calculations and Dealer Payment on Early Termination and on Certain Extraordinary Events” shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating apply to any amount that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred is payable by Dealer to Counterparty pursuant to this sentence). The “Section shall be accompanied by a proper payment 16 Equity Percentage” as of any applicable transfer taxesday is the fraction, expressed as a percentage, (A) the numerator of which is 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 (collectively, “Dealer Group”) “beneficially own” (within the meaning of Section 13 of the Exchange Act) without duplication on such day (or to the extent that the equivalent calculation under Section 16 of the Exchange Act and the rules and regulations thereunder results in a higher number, such number) and (B) the denominator of which is the number of Shares outstanding on such day.

Transfer or Assignment. Prior Buyer shall not be entitled to assign this Agreement or its rights hereunder without the prior written consent of Seller, which may be withheld by Seller with or without cause (and even if Seller’s refusal to grant consent is unreasonable). To the extent that Seller consents to any such assignment, said consent may be conditioned in any manner whatsoever, including, without limitation, charging an assignment or transfer fee and requiring full disclosure of any beneficial owners or any proposed assignee that is an entity. Any such assignee must fully assume all of the obligations of Buyer hereunder by written agreement for Seller’s benefit, a counterpart original executed copy of which shall be delivered to Seller. If Buyer is a corporation, partnership, other business entity, trustee or nominee, a direct or indirect transfer of a majority interest in any stock, voting interest, partnership interest, membership interest, equity, beneficial or principal interest in Buyer will constitute an assignment of this Agreement requiring prior written consent by Seller. No assignment or transfer in violation of the restrictions set forth herein shall be valid or binding on Seller. Without limiting the generality of the foregoing, Buyer shall not, prior to closing on title to the Separation DateUnit, unless first obtaining the Warrants prior written consent of Seller (which may be transferred granted or exchanged only as part withheld in Seller’s sole and absolute discretion) (i) advertise, market and/or list the Unit for lease, sale or resale, whether by placing an advertisement, listing the Unit with a broker, posting signs at the Unit or at the Condominium, allowing the Unit to be listed for sale on the internet or the Multiple Listing Service, hiring a broker, directly or indirectly, to solicit interest in a resale or otherwise or (ii) enter into any contract or agreement, written or otherwise, for the sale or lease of the Unit in which such Warrant is included, and only for the purpose of effecting, with a third party. Notwithstanding any permitted assignment or in conjunction with, a transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on any interest in this Agreement and/or the register relating to such Units Unit, nothing shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person relieve or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred release Buyer from any obligations or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to liabilities under this Section shall be accompanied by a proper payment of any applicable transfer taxesAgreement.

Transfer or Assignment. Prior Counterparty may transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer; provided that the following conditions are satisfied: (i) the receipt by Dealer of opinions and documentation reasonably satisfactory to Dealer in connection with such transfer (including, without limitation, any account opening documentation and any documentation with respect to “know your customer” and related requirements), (ii) such transfer being effected on terms reasonably satisfactory to Dealer with respect to any legal and regulatory requirements relevant to Dealer, (iii) the transferee being a United States person (as defined in the Internal Revenue Code of 1986, as amended), (iv) that, in Dealer’s reasonable determination, Dealer 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 Dealer would have been required to pay to Counterparty in the absence of such transfer, (v) that, in Dealer’s reasonable determination, no Event of Default, Potential Event of Default or Termination Event will occur as a result of such transfer and (vi) that Counterparty will continue to be obligated to provide notices hereunder relating to the Separation DateConvertible 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 Note Hedging Units hereunder at any time (x) without the consent of Counterparty, to any of its affiliates (1) that has a long-term issuer rating that is equal to or better than Dealer’s credit rating at the time of such transfer or assignment, or (2) whose obligations hereunder will be guaranteed, pursuant to the terms of a customary guarantee in a form used by Dealer generally for similar transactions, by Dealer (provided that, in connection with any assignment or transfer pursuant to clause (x) hereof, the Warrants may be transferred or exchanged only as part guarantee of any guarantor of the Unit in which such Warrant is included, and only for relevant transferee’s obligations under the purpose of effectingTransaction shall constitute a Credit Support Document under the Agreement), or (y) with Counterparty’s consent (such consent not to be unreasonably withheld or delayed), to any third-party financial institution that is a recognized dealer in conjunction withthe market for U.S. corporate equity derivatives and that has a rating (or whose guarantor has a rating) for its long term, unsecured and unsubordinated indebtedness of A+ or better by Standard & Poor’s Ratings Services or its successor (“S&P”), or A1 or better by Xxxxx’x Investors Service, Inc. or its successor (“Moody’s”) or, if either S&P or Moody’s ceases to rate such debt, at least an equivalent rating or better by a substitute agency rating mutually agreed in good faith by Counterparty and Dealer; provided that, in the case of any transfer or exchange assignment described in clause (x) or (y) above, (I) an Event of Default, Potential Event of Default or Termination Event will not occur as a result of such Unit. For transfer and assignment and (II) (a) such transfer or assignment shall not result in a deemed exchange by Counterparty within the avoidance meaning of doubt, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender Section 1001 of the Warrant Certificate and similar Warrant Certificates at Internal Revenue Code of 1986, as amended, (b) Counterparty will not receive from the principal office transferee or assignee on any payment date or delivery date an amount or a number of Shares, as applicable, lower than the Warrant Agent, by the Registered Holder hereof in person amount or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered Shares, as applicable, that Dealer would have been required to pay or deliver to Counterparty in the name absence of such transfer or names assignment, (c) Counterparty will not, as a result of such transfer or assignment, be required to pay the transferee or assignee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Counterparty would have been required to pay to Dealer in the absence of such transfer or assignment, and (d) Dealer shall cause the transferee or assignee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that events described in clauses (II)(b) and (c) of this proviso will not occur upon or after such transfer or assignment. If, as determined in Dealer’s sole discretion, (a) at any time (1) the then registered owner thereof Section 16 Equity Percentage exceeds 9% or by an attorney duly authorized (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 federal, state or local (including non-U.S.) laws, rules, regulations or regulatory orders, or any organizational documents or contracts of Counterparty that are, in writing; providedeach case, howeverapplicable to ownership of Shares (“Applicable Restrictions”), that except owns, beneficially owns, constructively owns, controls, holds the power to vote or otherwise meets a relevant definition of ownership, or could be reasonably viewed as otherwise provided herein or in meeting any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depositoryforegoing, to a successor depository, or to a nominee in excess of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant Shares equal to this Section shall be accompanied by a proper payment (x) the number of any applicable transfer taxes.Shares that would give rise to reporting, registration,

Transfer or Assignment. Prior Buyer has no right to assign, sell or transfer his interest in this Agreement or its rights hereun- der without the Separation Dateprior express written consent of Seller, the Warrants which may be transferred withheld by Seller with or exchanged only as part without cause. To the extent that Seller consents to any such assignment, said consent may be conditioned in any manner whatsoever, including, without limitation, charging an assignment or transfer fee. Any assignee must fully assume all of the obligations of Buyer hereunder by written agreement for Seller’s benefit, in form and content acceptable to Seller, a counterpart original executed copy of which shall be delivered to Seller. Without limiting the generality of the foregoing, Buyer shall not, prior to closing, list the Unit in which such Warrant for resale with a broker or allow the Unit to be listed on any Multiple Listing Service for resale. If Buyer is includeda corporation, and only for the purpose of effectingpartnership, limited liability company, other business entity, trustee or in conjunction withnominee, a transfer (whether voluntary, involuntary, by operation of law or exchange otherwise) of such any stock, partnership interest, membership interest, equity, beneficial or principal interest in Buyer or a change in the control of Buyer or a merger or consolidation or other business combination involving Buyer will constitute an assignment of this Agreement requiring consent. Without limiting the generality of the foregoing, Buyer shall not, prior to closing on title to the Unit. For , without obtaining the avoidance prior written consent of doubtSeller (which may be granted or withheld in Seller’s sole and absolute discretion) advertise, each transfer of market and/or list the Unit for sale or resale, whether by placing an advertisement, listing the Unit with a broker, posting signs at the Unit or at the Condominium, allowing the Unit to be listed for sale on the register relating to such Units shall operate also to transfer internet or the Warrants included in such UnitMultiple Listing Service or otherwise. Upon surrender Any violation of the Warrant Certificate foregoing shall be deemed an immediate and similar Warrant Certificates at the principal office uncurable default by Buyer under this Agreement. Seller may assign or transfer freely any or all of the Warrant Agent, its rights without any of its obligations under this Agreement (including its rights in and to Buyer's deposits and all other payments made by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the DepositoryBuyer), to another nominee of the Depository, to a successor depositoryany affiliated or nonaffiliated party, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered any lender providing financing for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon all or any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name portion of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in Condominium and/or the aggregate a like number of unexercised Warrants. Warrants transferred pursuant Properties, except to this Section shall be accompanied the extent prohibited by a proper payment of any applicable transfer taxesthe Act.

Transfer or Assignment. Prior Company may not transfer any of its rights or obligations under this Transaction without the prior written consent of JPMorgan. JPMorgan may transfer or assign all or any portion of its rights or obligations under this Transaction without consent of the Company. If JPMorgan, in its sole discretion, determines that its "beneficial ownership" with respect to the Separation Date, Initial Transaction and this Transaction (within the Warrants may be transferred or exchanged only as part meaning of Section 16 of the Unit Exchange Act and rules promulgated thereunder) exceeds 8% or more of the Company's outstanding Shares and, in which such Warrant its sole discretion, JPMorgan is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforts to effect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its "beneficial ownership" to 7.5%, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "TERMINATED PORTION") of this Transaction or the Initial Transaction, such Unitthat the its "beneficial ownership" following such partial termination will be equal to or less than 8%. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) the Company and JPMorgan shall both be Affected Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each transfer Daily Number of a Unit on the register relating to such Units Warrants not previously settled as set forth in Annex A hereto shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agentbe reduced proportionally, as calculated by the Registered Holder hereof Calculation Agent. Notwithstanding any other provision in person this Confirmation to the contrary requiring or by an attorney duly authorized allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan's obligations in writing, with respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior Company may not transfer any of its rights or obligations under the Transaction without the prior written consent of Dealer. Dealer may, without Company’s consent, transfer or assign all or any part of its rights or obligations under the Transaction to any third party provided that Company will not be required to pay the transferee on any payment date an amount under Section 2(d)(i)(4) of the Agreement greater than an amount that Company would have been required to pay to Dealer in the absence of such transfer or assignment, except to the Separation Dateextent that the greater amount is due to a Change in Tax Law after the date of such transfer or assignment. If at any time at which (A) the Section 16 Percentage exceeds 8.5% or (B) the Share Amount exceeds the Applicable Share Limit (if any applies) (any such condition described in clauses (A) or (B), the Warrants may be transferred or exchanged only as part of the Unit in which such Warrant an “Excess Ownership Position”), Dealer is included, and only for the purpose of effecting, or in conjunction with, unable after using its commercially reasonable efforts to effect a transfer or exchange assignment of Warrants to a third party on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer such Unitthat 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. For 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 the Transaction and a Number of Warrants equal to the number of Warrants underlying the Terminated Portion, (2) Company were the sole Affected Party with respect to such partial termination and (3) the Terminated Portion were the sole Affected Transaction (and, for the avoidance of doubt, each (i) 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 and (ii) the Company shall be able to settle any corresponding obligations in accordance with Section 9(j)). Dealer shall notify Company of an Excess Ownership Position with respect to which it intends to seek to effect a transfer or assignment as soon as reasonably practicable after becoming aware of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such UnitExcess Ownership Position. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment The “Section 16 Percentage” as of any service chargeday is the fraction, for another Warrant Certificate or Warrant Certificates expressed as a percentage, (A) the numerator of like tenor, evidencing in the aggregate which is the number of Warrants evidenced by the Warrant Certificates so surrendered Shares that Dealer and registered in the name each person subject to aggregation of Shares with Dealer under Section 13 or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee Section 16 of the Depository, to a successor depository, Exchange Act and rules promulgated thereunder directly or to a nominee indirectly beneficially own (as defined under Section 13 or Section 16 of a successor depository; provided further, however, the Exchange Act and rules promulgated thereunder) 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 in the event Dealer and any person whose ownership position would be aggregated with that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon Dealer (Dealer or any such registration person, a “Dealer Person”) under any law, rule, regulation, regulatory order or organizational documents or contracts of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliverthat are, in each case, applicable to ownership of Shares (“Applicable Restrictions”), owns, beneficially owns, constructively owns, controls, holds the name of the designated transferee power to vote or otherwise meets a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxes.relevant definition of

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Dateprior written consent of JPMorgan except in transactions contemplated by Section 3(a). JPMorgan may transfer or assign all or any portion of its rights or obligations under this Transaction without consent of Company. If JPMorgan, in its sole discretion, determines that, (x) its “beneficial ownership” (within the Warrants may be transferred or exchanged only as part meaning of Section 16 of the Unit Exchange Act and rules promulgated thereunder) exceeds 8% or more of Company’s outstanding Shares or (y) the product of the Number of Warrants and the Warrant Entitlement exceeds 15% of Company’s outstanding Shares, and, in which such Warrant its sole discretion, JPMorgan is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforts to effect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its “beneficial ownership” to 7.5% or such product to 14.5%, as the case may be, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such Unitthat the its “beneficial ownership” following such partial termination will be equal to or less than 8%, or the product of the Number of Warrants and the Warrant Entitlement will be less than 15.0%, as the case may be. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, a payment shall be made pursuant to Section 6 of the Agreement and Section 9(m) hereof 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 Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for the avoidance of doubt, the provisions of Section 9(p) shall apply to any amount that is payable by Company to JPMorgan pursuant to this sentence). For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each transfer Daily Number of a Unit on the register relating to such Units Warrants not previously settled shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agentbe reduced proportionally, as calculated by the Registered Holder hereof Calculation Agent. Notwithstanding any other provision in person this Confirmation to the contrary requiring or by an attorney duly authorized allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan’s obligations in writing, with respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior Buyer has no right to assign, sell or transfer Xxxxx’s interest in this Agreement or its rights hereunder without the Separation Dateprior express written consent of Seller, the Warrants which may be transferred unreasonably withheld by Seller with or exchanged only as part without cause. To the extent that Seller consents to any such assignment, said consent may be conditioned in any manner whatsoever, including, without limitation, charging an assignment or transfer fee. Any assignee must fully assume all of the obligations of Buyer hereunder by written agreement for Seller’s benefit, in form and content acceptable to Seller, a counterpart original executed copy of which shall be delivered to Seller. Without limiting the generality of the foregoing, Buyer shall not, prior to closing, list the Dwelling Unit in which such Warrant for resale with a broker or allow the Dwelling Unit to be listed on any Multiple Listing Service for resale. If Buyer is includeda corporation, and only for the purpose of effectingpartnership, limited liability company, other business entity, trustee or in conjunction withnominee, a transfer (whether voluntary, involuntary, by operation of law or exchange otherwise) of such any stock, partnership interest, membership interest, equity, beneficial or principal interest in Buyer or a change in the control of Buyer or a merger or consolidation or other business combination involving Buyer will constitute an assignment of this Agreement requiring consent. Without limiting the generality of the foregoing, Buyer shall not, prior to closing on title to the Dwelling Unit. For , without obtaining the avoidance prior written consent of doubtSeller (which may be granted or withheld in Seller’s sole and absolute discretion) advertise, each transfer of market and/or list the Dwelling Unit for sale or resale, whether by placing an advertisement, listing the Dwelling Unit with a broker, posting signs at the Dwelling Unit or elsewhere in the Properties, allowing the Dwelling Unit to be listed on the register relating to such Units shall operate also to transfer the Warrants included in such Unitinternet or Multiple Listing Service or otherwise. Upon surrender Any violation of the Warrant Certificate foregoing shall be deemed an immediate and similar Warrant Certificates at the principal office uncurable default by Buyer under this Agreement. Seller may assign or transfer freely any or all of the Warrant Agent, its rights with or without its obligations under this Agreement (including its rights in and to Buyer's deposits and all other payments made by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the DepositoryBuyer), to another nominee of the Depository, to a successor depositoryany affiliated or nonaffiliated party, or to a nominee any lender providing financing for all or any portion of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legendDwelling Unit, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until Properties and/or the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxessurrounding properties.

Transfer or Assignment. Prior to the Separation Date, the Warrants may be transferred or exchanged only as part of the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section Section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxes.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Dateprior written consent of JPMorgan. JPMorgan may, the Warrants may be transferred without Company's consent, transfer or exchanged only as assign all or any part of the Unit in which its rights or obligations under this Transaction to any third party. If after JPMorgan's commercially reasonable efforts, JPMorgan is unable to effect such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange assignment on pricing terms reasonably acceptable to JPMorgan and within a time period reasonably acceptable to JPMorgan of a sufficient number of Warrants 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 Company's outstanding Shares or less or (ii) the quotient of (x) the product of (a) the Number of Warrants and (b) the Warrant Entitlement divided by (y) the number of Company's outstanding Shares (such Unitquotient expressed as a percentage, the "WARRANT EQUITY PERCENTAGE") to 14.5% 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) its "beneficial ownership" following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. For In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) Company 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, each transfer the provisions of a Unit on the register relating paragraph 9(l) shall apply to such Units shall operate also any amount that is payable by JPMorgan to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section sentence). 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 Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan's obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be accompanied by a proper payment discharged of its obligations to Company to the extent of any applicable transfer taxessuch performance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Date, the Warrants prior written consent of Bear Stearns. Bear Stearns may be transferred transfer or exchanged only as part assign all or any pxxxxxx of its xxxxxx or obligations under this Transaction without consent of the Unit Company. If Bear Stearns, in which such Warrant its sole discretion, determines that its "benxxxxxxx ownership" (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8 % or more of the Company's outstanding Shares and, in its sole discretion, Bear Stearns is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforxx xx xffect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to Bear Stearns that would reduce its "beneficial ownership" to 7.5 %, Bear Stearns may designate any Exchange Business Day as an Early Xxxxination Date with respect to a portion (the "Terminated Portion") of this Transaction, such Unitthat the its "beneficial ownership" following such partial termination will be equal to or less than 8%. In the event that Bear Stearns so designates an Early Termination Date with respxxx xx a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) the Company and Bear Stearns shall both be Affected Parties with respect to such xxxxial termination and (iii) such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, each transfer if Bear Stearns assigns or terminates any Warrants hereunder, eacx Xxxxx Number of a Unit on the register relating to such Units Warrants not previously settled shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agentbe reduced proportionally, as calculated by the Registered Holder hereof Calculation Agent. Notwithstanding any other provision in person this Confirmation to the contrary requiring or by an attorney duly authorized allowing Bear Stearns to purchase, sell, receive or deliver any shares or xxxxr securities to or from Company, Bear Stearns may designate any of its affiliates to purchase, xxxx, xeceive or deliver such shares or other securities and otherwise to perform Bear Stearns's obligations in writing, with the election respect of this Transaction and xxx xxxx designee may assume such obligations. Bear Stearns shall be discharged of its obligations to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment Company xx xxx extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Date, the Warrants prior written consent of JPMorgan. JPMorgan may be transferred transfer or exchanged only as part assign all or any portion of its rights or obligations under this Transaction without consent of the Unit Company. If JPMorgan, in which such Warrant its sole discretion, determines that its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% or more of the Company’s outstanding Shares and, in its sole discretion, JPMorgan is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforts to effect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its “beneficial ownership” to 7.5%, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such Unitthat the its “beneficial ownership” following such partial termination will be equal to or less than 8%. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each transfer Daily Number of a Unit on the register relating to such Units Warrants not previously settled as set forth in Annex A hereto shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agentbe reduced proportionally, as calculated by the Registered Holder hereof Calculation Agent. Notwithstanding any other provision in person this Confirmation to the contrary requiring or by an attorney duly authorized allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan’s obligations in writing, with respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Dateprior written consent of JPMorgan. JPMorgan may transfer or assign all or any portion of its rights or obligations under this Transaction without consent of Company. If JPMorgan, in its sole discretion, determines that its “beneficial ownership” (within the Warrants may be transferred or exchanged only as part meaning of Section 16 of the Unit Exchange Act and rules promulgated thereunder)exceeds 8% or more of Company’s outstanding Shares and, in which such Warrant its sole discretion, JPMorgan is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforts to effect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its “beneficial ownership” to 7.5%, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such Unitthat the its “beneficial ownership” following such partial termination will be equal to or less than 8%. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each transfer Daily Number of a Unit on Warrants not previously settled as set forth in Annex A hereto shall be reduced proportionally, as calculated by the register relating Calculation Agent. 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 Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Units shall operate also shares or other securities and otherwise to transfer perform JPMorgan’s obligations in respect of this Transaction and any JPMorgan Chase Bank, National Association Organised under the Warrants included in such Unit. Upon surrender laws of the Warrant Certificate United States as a National Banking Association. Main Oxxxxx 0000 Xxxxxxx Xxxxxxx, Xxxxxxxx, Xxxx 00000 Registered as a branch in England & Wales branch No. BR000746. Registered Branch Office 100 Xxxxxx Xxxx, Xxxxxx XX0X 0XX Authorised and similar Warrant Certificates at the principal office of the Warrant Agent, regulated by the Registered Holder hereof in person or by an attorney duly authorized in writing, with Financial Services Authority such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Dateprior written consent of JPMorgan. JPMorgan may, the Warrants may be transferred without Company’s consent, transfer or exchanged only as assign all or any part of the Unit in which such Warrant is included, and only for the purpose of effecting, its rights or in conjunction with, a transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating obligations under this Transaction to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writingthird party; provided, however, that except as otherwise provided herein JPMorgan shall not transfer any of its rights or in obligations under the Transaction to any Book-Entry Warrant Certificateentity listed on Schedule A without Company’s consent. If after JPMorgan’s commercially reasonable efforts, each Book-Entry Warrant Certificate may be transferred only in whole JPMorgan is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to JPMorgan and only within a time period reasonably acceptable to JPMorgan of a sufficient number of Warrants to reduce (i) JPMorgan’s “beneficial ownership” (within the Depository, to another nominee meaning of Section 13 of the DepositoryExchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less or (ii) the Warrant Equity Percentage to 14.5% or less, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a successor depositoryportion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to a nominee of a successor depository; provided further, however, that in or less than 14.5%. In the event that JPMorgan so designates an Early Termination Date with respect to a Warrant surrendered portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for transfer bears a restrictive legendthe avoidance of doubt, the Warrant Agent provisions of paragraph 9(j) shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the apply to any amount that is payable by Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred to JPMorgan pursuant to this Section sentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2014 Warrants) (the “Other Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the Other Warrants Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be accompanied by a proper payment discharged of its obligations to Company to the extent of any applicable transfer taxessuch performance.

Transfer or Assignment. Prior Buyer shall not be entitled to assign this Agreement or its rights hereunder without the prior written consent of Seller, which may be withheld by Seller with or without cause (and even if Seller’s refusal to grant consent is unreasonable). To the extent that Seller consents to any such assignment, said consent may be conditioned in any manner whatsoever including, without limitation, charging an assignment or transfer fee and requiring full disclosure of any beneficial owners of any proposed assignee that is an entity. Any such assignee that is consented to by Seller must fully assume all of the obligations of Buyer hereunder by written agreement for Seller’s benefit, a counterpart original executed copy of which shall be delivered to Seller. If Buyer is a corporation, partnership, other business entity, trustee or nominee, a direct or indirect transfer of any stock, voting interest, partnership interest, membership interest, equity, beneficial or principal interest in Buyer will constitute an assignment of this Agreement requiring prior written consent by Seller. No assignment or transfer in violation of the restrictions set forth herein shall be valid or binding on Seller. Without limiting the generality of the foregoing, Buyer shall not, prior to closing on title to the Separation DateUnit, unless first obtaining the Warrants prior written consent of Seller (which may be transferred granted or exchanged only as part withheld in Seller’s sole and absolute discretion) (i) advertise, market and/or list the Unit for lease, sale or resale, whether by placing an advertisement, listing the Unit with a broker, posting signs at the Unit or at the Condominium, allowing the Unit to be listed for sale on the internet or the Multiple Listing Service, hiring a broker, directly or indirectly, to solicit interest in a resale or otherwise or (ii) enter into any contract or agreement, written or otherwise, for the sale or lease of the Unit in which such Warrant is included, and only for the purpose of effecting, with a third party. Notwithstanding any permitted assignment or in conjunction with, a transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on any interest in this Agreement and/or the register relating to such Units Unit, nothing shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person relieve or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred release Buyer from any obligations or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to liabilities under this Section shall be accompanied by a proper payment of any applicable transfer taxesAgreement.

Transfer or Assignment. Prior Buyer has no right to assign, sell or transfer Buyer’s interest in this Agreement without Seller's written consent, which shall not be unreasonably withheld and/or delayed. Without requiring the Separation Dateconsent of Seller, provided that all 21 Units are assigned simultaneously to a single assignee in single assignment of purchase agreement, Buyer shall be permitted to assign all of its rights and obligations under the Agreement and all of its interest in the Units once to any single immediate family member, any single trust for the benefit of Buyer and/or its immediate family members and/or any single corporation, partnership or other single entity which is beneficially owned by Buyer (or its immediate family members), or any single entity under the common control of the Buyer, provided only that the assignee assumes in writing, for the benefit of Seller, all of Buyer’s duties and obligations under the Agreement and said assumption is delivered to Seller promptly following said assignment and in no event less than three (3) days prior to closing. For clarification, the Warrants Buyer has no right to assign some or a portion of the Units. Notwithstanding the foregoing, said assignment shall not release Buyer from any of its obligations under this Agreement. 10 Seller may be transferred freely assign, transfer or exchanged only as sell any or all of Seller's rights and obligations under this Agreement. If Seller decides to sell all or any part of the Unit Condominium, Seller may assign or transfer Seller's interest in which such Warrant this Agreement and Buyer’s consent will not be required. Notwithstanding the foregoing, said sale or assignment shall not release the named Seller from any duties, obligations or responsibilities under this Agreement or the Condominium Documents. (e) Others Bound by this Agreement. As Buyer is includeda corporation or other business entity, and only for the purpose of effectingthis Agreement will bind Buyer’s successors in interest. If Buyer has received Seller's written permission to assign or transfer this Agreement it will bind anyone receiving Buyer’s interest. (f) Buyer’s Right to Cancel. THIS AGREEMENT IS VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER'S INTENTION TO CANCEL WITHIN 15 DAYS AFTER THE DATE OF EXECUTION OF THIS AGREEMENT BY THE BUYER AND THE SELLER (AND A COPY OF THE FULLY EXECUTED AGREEMENT IS DELIVERED TO THE BUYER), or in conjunction withAND RECEIPT BY BUYER OF ALL OF THE ITEMS REQUIRED TO BE DELIVERED TO BUYER BY THE SELLER/DEVELOPER UNDER SECTION 718.503, a transfer or exchange of such UnitFLORIDA STATUTES. For the avoidance of doubt, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included in such UnitTHIS AGREEMENT IS ALSO VOIDABLE BY BUYER BY DELIVERING WRITTEN NOTICE OF THE BUYER'S INTENTION TO CANCEL WITHIN 15 DAYS AFTER THE DATE OF RECEIPT FROM THE SELLER/DEVELOPER OF ANY AMENDMENT WHICH MATERIALLY ALTERS OR MODIFIES THE OFFERING IN A MANNER THAT IS ADVERSE TO THE BUYER. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged ANY PURPORTED WAIVER OF THESE VOIDABILITY RIGHTS SHALL BE OF NO EFFECT. BUYER MAY EXTEND THE TIME FOR CLOSING FOR A PERIOD OF NOT MORE THAN 15 DAYS AFTER THE BUYER HAS RECEIVED ALL OF THE ITEMS REQUIRED. BUYER'S RIGHT TO VOID THIS AGREEMENT SHALL TERMINATE AT CLOSING. FIGURES CONTAINED IN ANY BUDGET DELIVERED TO THE BUYER PREPARED IN ACCORDANCE WITH THE CONDOMINIUM ACT ARE ESTIMATES ONLY AND REPRESENT AN APPROXIMATION OF FUTURE EXPENSES BASED ON FACTS AND CIRCUMSTANCES EXISTING AT THE TIME OF THE PREPARATION OF THE BUDGET BY THE SELLER/DEVELOPER. ACTUAL COSTS OF SUCH ITEMS MAY EXCEED THE ESTIMATED COSTS. SUCH CHANGES IN COST DO NOT CONSTITUTE MATERIAL ADVERSE CHANGES IN THE OFFERING. If Buyer does not cancel this Agreement during this 15-day period in the manner provided set forth above, it means that Buyer ratifies this Agreement and the Condominium Documents and Buyer agrees that such provisions are fair and reasonable in Buyer’s opinion. (g) Florida Law and Venue; Severability. Any disputes that develop under this Agreement will be settled according to Florida law, in the Warrant Certificate and courts of Miami-Dade County, without payment giving effect to principles of conflict of laws, except as specifically preempted by federal law. If any service chargepart of this Agreement violates a provision of Florida law, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; providedFlorida law will control. In that event, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee remainder of the DepositoryAgreement will remain in force and effect. 11 Without limiting the generality of the foregoing, to a successor depository, or to a nominee it is Buyer’s and Seller’s mutual desire and intention that all provisions of a successor depository; provided furtherthis Agreement be given full effect and be enforceable strictly in accordance with their terms. If, however, that any part of this Agreement is not enforceable in the event that a Warrant surrendered for transfer bears a restrictive legendaccordance with its terms or would render other parts of this Agreement or this Agreement, in its entirety, unenforceable, the Warrant Agent shall not cancel unenforceable part or parts are to be judicially modified, if at all possible, to come as close as possible to the expressed intent of such Warrant part or parts (and issue new Warrants still be enforceable without jeopardy to other parts of this Agreement, or this Agreement in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall executeits entirety), and then are to be enforced as so modified. If the Warrant Agent shall countersign unenforceable part or parts cannot be so modified, such part or parts will be unenforceable and deliver, considered null and void in order that the name of mutual paramount goal (that this Agreement is to be enforced to the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing maximum extent possible strictly in the aggregate a like number of unexercised Warrantsaccordance with its terms) can be achieved. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxes.(h)

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Dateprior written consent of JPMorgan. JPMorgan may, the Warrants may be transferred without Company’s consent, transfer or exchanged only as assign all or any part of the Unit in which such Warrant is included, and only for the purpose of effecting, its rights or in conjunction with, a transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating obligations under this Transaction to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writingthird party; provided, however, that except as otherwise provided herein JPMorgan shall not transfer any of its rights or in obligations under the Transaction to any Book-Entry Warrant Certificateentity listed on Schedule A without Company’s consent. If after JPMorgan’s commercially reasonable efforts, each Book-Entry Warrant Certificate may be transferred only in whole JPMorgan is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to JPMorgan and only within a time period reasonably acceptable to JPMorgan of a sufficient number of Warrants to reduce (i) JPMorgan’s “beneficial ownership” (within the Depository, to another nominee meaning of Section 13 of the DepositoryExchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less or (ii) the Warrant Equity Percentage to 14.5% or less, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a successor depositoryportion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to a nominee of a successor depository; provided further, however, that in or less than 14.5%. In the event that JPMorgan so designates an Early Termination Date with respect to a Warrant surrendered portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for transfer bears a restrictive legendthe avoidance of doubt, the Warrant Agent provisions of paragraph 9(j) shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the apply to any amount that is payable by Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred to JPMorgan pursuant to this Section sentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2017 Additional Warrants) (the “2017 Additional Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Additional Warrants Transaction; plus (C) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2014 Warrants) (the “2014 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Warrants Transaction; plus (D) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2017 Warrants) (the “2017 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Warrants Transaction; and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be accompanied by a proper payment discharged of its obligations to Company to the extent of any applicable transfer taxessuch performance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Dateprior written consent of Dealer. Dealer may, the Warrants may be transferred without Company’s consent, transfer or exchanged only as assign all or any part of the Unit in which its rights or obligations under this Transaction to any third party. If after Dealer’s commercially reasonable efforts, Dealer is unable to effect such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange assignment on pricing terms reasonably acceptable to Dealer and within a time period reasonably acceptable to Dealer of a sufficient number of Warrants to reduce (i) Dealer’s “beneficial ownership” (within the meaning of Section 13 of the Exchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less or (ii) the Warrant Equity Percentage to 14.5% or less, Dealer may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such Unitthat (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to or less than 14.5%. For In the event that Dealer so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) Company 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, each transfer the provisions of a Unit on the register relating paragraph 9(m) shall apply to such Units shall operate also any amount that is payable by Dealer to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section sentence). 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 Shares or other securities and otherwise to perform Dealer’s obligations in respect of this Transaction and any such designee may assume such obligations. Dealer shall be accompanied by a proper payment discharged of its obligations to Company to the extent of any such performance. Any transfer, assignment or early termination of this Transaction by Dealer shall be in full compliance with the Securities Act and other applicable transfer taxeslaws.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Dateprior written consent of JPMorgan. JPMorgan may, the Warrants may be transferred without Company’s consent, transfer or exchanged only as assign all or any part of the Unit in which such Warrant is included, and only for the purpose of effecting, its rights or in conjunction with, a transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating obligations under this Transaction to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writingthird party; provided, however, that except as otherwise provided herein JPMorgan shall not transfer any of its rights or in obligations under the Transaction to any Book-Entry Warrant Certificateentity listed on Schedule A without Company’s consent. If after JPMorgan’s commercially reasonable efforts, each Book-Entry Warrant Certificate may be transferred only in whole JPMorgan is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to JPMorgan and only within a time period reasonably acceptable to JPMorgan of a sufficient number of Warrants to reduce (i) JPMorgan’s “beneficial ownership” (within the Depository, to another nominee meaning of Section 13 of the DepositoryExchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less or (ii) the Warrant Equity Percentage to 14.5% or less, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a successor depositoryportion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to a nominee of a successor depository; provided further, however, that in or less than 14.5%. In the event that JPMorgan so designates an Early Termination Date with respect to a Warrant surrendered portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for transfer bears a restrictive legendthe avoidance of doubt, the Warrant Agent provisions of paragraph 9(j) shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the apply to any amount that is payable by Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred to JPMorgan pursuant to this Section sentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2017 Warrants) (the “Other Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the Other Warrants Transaction and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be accompanied by a proper payment discharged of its obligations to Company to the extent of any applicable transfer taxessuch performance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Date, the Warrants prior written consent of JPMorgan. JPMorgan may be transferred transfer or exchanged only as part assign all or any portion of its rights or obligations under this Transaction without consent of the Unit Company. If JPMorgan, in which such Warrant its sole discretion, determines that its "beneficial ownership" (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% or more of the Company's outstanding Shares and, in its sole discretion, JPMorgan is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforts to effect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its "beneficial ownership" to 7.5%, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "TERMINATED PORTION") of this Transaction, such Unitthat the its "beneficial ownership" following such partial termination will be equal to or less than 8%. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) the Company and JPMorgan shall both be Affected Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each transfer Daily Number of a Unit on the register relating to such Units Warrants not previously settled as set forth in Annex A hereto shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agentbe reduced proportionally, as calculated by the Registered Holder hereof Calculation Agent. Notwithstanding any other provision in person this Confirmation to the contrary requiring or by an attorney duly authorized allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan's obligations in writing, with respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Date, the Warrants prior written consent of JPMorgan. JPMorgan may be transferred transfer or exchanged only as part assign all or any portion of its rights or obligations under this Transaction without consent of the Unit Company. If JPMorgan, in which such Warrant its sole discretion, determines that its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8.0% or more of the Company’s outstanding Shares and, in its sole discretion, JPMorgan is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforts to effect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its “beneficial ownership” to 7.5%, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion” ) of this Transaction, such Unitthat its “beneficial ownership” following such partial termination will be equal to or less than 8.0%. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) the Company and JPMorgan shall both be Affected Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each transfer Daily Number of a Unit on the register relating to such Units Warrants not previously settled as set forth in Annex A hereto shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agentbe reduced proportionally, as calculated by the Registered Holder hereof Calculation Agent. Notwithstanding any other provision in person this Confirmation to the contrary requiring or by an attorney duly authorized allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan’s obligations in writing, with respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Date, the Warrants prior written consent of JPMorgan. JPMorgan may be transferred transfer or exchanged only as part assign all or any portion of its rights or obligations under this Transaction without consent of the Unit Company. If JPMorgan, in which such Warrant its sole discretion, determines that its “beneficial ownership” (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% or more of the Company’s outstanding Shares and, in its sole discretion, JPMorgan is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforts to effect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its “beneficial ownership” to 7.5%, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the “Terminated Portion”) of this Transaction, such Unitthat the its “beneficial ownership” following such partial termination will be equal to or less than 8%. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) the Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each transfer Daily Number of a Unit on the register relating to such Units Warrants not previously settled shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agentbe reduced proportionally, as calculated by the Registered Holder hereof Calculation Agent. Notwithstanding any other provision in person this Confirmation to the contrary requiring or by an attorney duly authorized allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan’s obligations in writing, with respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Date, the Warrants prior written consent of JPMorgan. JPMorgan may be transferred transfer or exchanged only as part assign all or any portion of its rights or obligations under this Transaction without consent of the Unit Company. If JPMorgan, in which such Warrant its sole discretion, determines that its "beneficial ownership" (within the meaning of Section 16 of the Exchange Act and rules promulgated thereunder) exceeds 8% or more of the Company's outstanding Shares and, in its sole discretion, JPMorgan is included, and only for the purpose of effecting, or in conjunction with, unable after its commercially reasonable efforts to effect a transfer or exchange assignment on pricing terms and in a time period reasonably acceptable to JPMorgan that would reduce its "beneficial ownership" to 7.5%, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a portion (the "Terminated Portion") of this Transaction, such Unitthat the its "beneficial ownership" following such partial termination will be equal to or less than 8%. In the event that JPMorgan so designates an Early Termination Date with respect to a portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) the Company and JPMorgan shall both be Affected Parties with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction. For the avoidance of doubt, if JPMorgan assigns or terminates any Warrants hereunder, each transfer Daily Number of a Unit on the register relating to such Units Warrants not previously settled shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agentbe reduced proportionally, as calculated by the Registered Holder hereof Calculation Agent. Notwithstanding any other provision in person this Confirmation to the contrary requiring or by an attorney duly authorized allowing JPMorgan to purchase, sell, receive or deliver any shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such shares or other securities and otherwise to perform JPMorgan's obligations in writing, with respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be discharged of its obligations to Company to the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment extent of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writing; provided, however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate, each Book-Entry Warrant Certificate may be transferred only in whole and only to the Depository, to another nominee of the Depository, to a successor depository, or to a nominee of a successor depository; provided further, however, that in the event that a Warrant surrendered for transfer bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred pursuant to this Section shall be accompanied by a proper payment of any applicable transfer taxesperformance.

Transfer or Assignment. Prior to Company may not transfer any of its rights or obligations under this Transaction without the Separation Dateprior written consent of JPMorgan. JPMorgan may, the Warrants may be transferred without Company’s consent, transfer or exchanged only as assign all or any part of the Unit in which such Warrant is included, and only for the purpose of effecting, its rights or in conjunction with, a transfer or exchange of such Unit. For the avoidance of doubt, each transfer of a Unit on the register relating obligations under this Transaction to such Units shall operate also to transfer the Warrants included in such Unit. Upon surrender of the Warrant Certificate and similar Warrant Certificates at the principal office of the Warrant Agent, by the Registered Holder hereof in person or by an attorney duly authorized in writing, with the election to transfer section properly completed and duly executed, such Warrant Certificates may be transferred or exchanged in the manner provided in the Warrant Certificate and without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor, evidencing in the aggregate the number of Warrants evidenced by the Warrant Certificates so surrendered and registered in the name or names as requested by the then registered owner thereof or by an attorney duly authorized in writingthird party; provided, however, that except as otherwise provided herein JPMorgan shall not transfer any of its rights or in obligations under the Transaction to any Book-Entry Warrant Certificateentity listed on Schedule A without Company’s consent. If after JPMorgan’s commercially reasonable efforts, each Book-Entry Warrant Certificate may be transferred only in whole JPMorgan is unable to effect such a transfer or assignment on pricing terms reasonably acceptable to JPMorgan and only within a time period reasonably acceptable to JPMorgan of a sufficient number of Warrants to reduce (i) JPMorgan’s “beneficial ownership” (within the Depository, to another nominee meaning of Section 13 of the DepositoryExchange Act and rules promulgated thereunder) to 7.5% of Company’s outstanding Shares or less or (ii) the Warrant Equity Percentage to 14.5% or less, JPMorgan may designate any Exchange Business Day as an Early Termination Date with respect to a successor depositoryportion (the “Terminated Portion”) of this Transaction, such that (i) its “beneficial ownership” following such partial termination will be equal to or less than 7.5% or (ii) the Warrant Equity Percentage following such partial termination will be equal to a nominee of a successor depository; provided further, however, that in or less than 14.5%. In the event that JPMorgan so designates an Early Termination Date with respect to a Warrant surrendered portion of this Transaction, 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 Warrants equal to the Terminated Portion, (ii) Company shall be the sole Affected Party with respect to such partial termination and (iii) such Transaction shall be the only Terminated Transaction (and, for transfer bears a restrictive legendthe avoidance of doubt, the Warrant Agent provisions of paragraph 9(j) shall not cancel such Warrant and issue new Warrants in exchange therefor until the Warrant Agent has received an opinion of counsel for the apply to any amount that is payable by Company stating that such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend. Upon any such registration of transfer, the Company shall execute, and the Warrant Agent shall countersign and deliver, in the name of the designated transferee a new Warrant certificate or Warrant certificates of any authorized denomination evidencing in the aggregate a like number of unexercised Warrants. Warrants transferred to JPMorgan pursuant to this Section sentence). The “Warrant Equity Percentage” as of any day is the fraction (x) the numerator of which is the sum of (A) the product of (a) the Number of Warrants multiplied by (b) the Warrant Entitlement; plus (B) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2014 Additional Warrants) (the “2014 Additional Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Additional Warrants Transaction; plus (C) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2014 Warrants) (the “2014 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2014 Warrants Transaction; plus (D) the product of (a) the Number of Warrants for the Warrants Transaction between Company and JPMorgan (Re: 2017 Warrants) (the “2017 Warrants Transaction”) multiplied by (b) the Warrant Entitlement for the 2017 Warrants Transaction; and (y) the denominator of which is the number of Company’s Shares outstanding on such day. Notwithstanding any other provision in this Confirmation to the contrary requiring or allowing JPMorgan to purchase, sell, receive or deliver any Shares or other securities to or from Company, JPMorgan may designate any of its affiliates to purchase, sell, receive or deliver such Shares or other securities and otherwise to perform JPMorgan’s obligations in respect of this Transaction and any such designee may assume such obligations. JPMorgan shall be accompanied by a proper payment discharged of its obligations to Company to the extent of any applicable transfer taxessuch performance.