Amendment: The parties hereto agree to amend the Confirmation as follows:

The section titled “Prepayment Amount” shall be deleted in its entirety and replaced with the following.

Prepayment

Amount:

The section titled “Prepayment” shall apply only to the Pricing Date Notice delivered prior to the Business Combination and shall have no further effect after the Amendment Date.

The section titled “Prepayment Shortfall” shall be deleted in its entirety and replaced with the following.

Prepayment

Shortfall:

The section titled “Prepayment Shortfall Consideration” shall be deleted in its entirety and replaced with the following.

Prepayment

Shortfall Consideration:

The section titled “Share Consideration” shall be deleted in its entirety and replaced with the following.

The section titled “Number of Shares” shall be deleted in its entirety and replaced with the following.

Prior to the Amendment Date, the sum of (i) the number of Recycled Shares plus (ii) the number of Additional Shares, but in no event more than the Maximum Number of Shares.

On and after the Amendment Date, the number of Additional Shares, but in no event more than the Maximum Number of Shares.

The Number of Shares is subject to reduction only as described under “Optional Early Termination.”

The section titled “Maximum Number of Shares” shall be deleted in its entirety and replaced with the following.

Maximum

Number of Shares:

The section titled “Additional Shares” shall be deleted in its entirety and replaced with the following.

The Seller will purchase Additional Shares from the Counterparty at any date prior to the Valuation Date at the Initial Price, with such number of Shares to be specified in a Pricing Date Notice as Additional Shares subject to 9.9% ownership limitations which may be waived by Seller at its sole discretion; provided that such number of Additional Shares that may be purchased from the Counterparty shall not exceed prior to the Amendment Date (x) the Maximum Number of Shares, minus (y) the Recycled Shares, and on and after the Amendment Date, the Maximum Number of Shares. For the avoidance of doubt, any Additional Shares purchased by Seller will be included in the Number of Shares for all purposes. Following the execution of this Amendment, the Seller will initially purchase 3,000,000 Additional Shares from the Counterparty pursuant to this section and the Counterparty shall be deemed to have delivered the Prepayment Amount with respect to such 3,000,000 Additional Shares in compliance with the “Prepayment” section.

The Counterparty and the Seller acknowledge and agree that the issuance of 3,000,000 Additional Shares by the Counterparty to the Seller shall discharge any obligation of the Counterparty to deliver cash or issue Shares to the Seller pursuant to the “Shortfall Sales” section.

For the avoidance of doubt, the issuance of any Additional Shares shall not constitute a VWAP Trigger Event.

The section titled “VWAP Trigger Event” shall be deleted in its entirety and replaced with the following.

The section titled “Reimbursement of Legal Fees and Other Expenses” shall be deleted in its entirety and replaced with the following.

In connection with the Transaction prior to the Amendment Date, together with the Prepayment Amount, Counterparty shall pay to Seller an amount equal to (a) the reasonable and documented attorney fees and other reasonable out-of-pocket expenses related thereto actually incurred by Seller or its affiliates in connection with this Transaction, not to exceed $25,000 in the aggregate and (b) expenses actually incurred in connection with the acquisition of the Recycled Shares in an amount not to exceed $0.06 per Recycled Share.

Each of the Seller and the Counterparty shall bear their respective costs and expenses (including attorney fees) related to the Amendment.

Counterparty shall also pay to Seller, a quarterly fee of $5,000 (payable at the Closing Date, prorated to account for any days remaining in the quarter, and upon the first day of each subsequent quarter) in consideration of certain legal and administrative obligations in connection with this Transaction, including, without limitation, legal, structuring and documentation, entity maintenance, account set-up, and ongoing audit fees.

No Other Amendments. All other terms and conditions of the Confirmation shall remain in full force and effect and the Confirmation shall be read and construed as if the terms of this Amendment were included therein by way of addition or substitution, as the case may be.

Execution in Counterparts. This Amendment may be executed in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement.

Ratification. The terms and provisions set forth in this Amendment modify and supersede all inconsistent terms and provisions set forth in the Confirmation and, except as expressly modified and superseded by this Amendment, the terms and provisions of the Confirmation are ratified and confirmed and continue in full force and effect. All parties hereby agree that the Confirmation, as amended by this Amendment, shall continue to be legal, valid, binding and enforceable in accordance with their terms.

THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PROVISIONS THEREOF).