[Section 5.1] (Commercial Diligence) of the License Agreement. [Section 5.1] of the License Agreement is hereby amended and restated to read in its entirety as follows:

[Section 5.2] (Milestones and Fees for Development of Licensed Products) of the License Agreement. [Section 5.2] of the License Agreement is hereby amended and restated to read in its entirety as follows:

[Section 5.2] of the Plan is hereby deleted in its entirety and replaced with the following:

[Section 5.16(g)] of the Warrant is hereby amended and restated in its entirety as follows:

[Section 5.13(a)] of the Existing Credit Agreement is hereby amended by adding the parenthetical “(without giving effect to the increased maximum Consolidated Net Leverage Ratio levels permitted during the Covenant Relief Period set forth in [Section 9.11(b)])” immediately following the reference to “[Section 9.11]” in proviso # of such Section.

[Section 5.01(g)] of the Credit Agreement is hereby amended by adding the words “non-delinquent” before the word “premiums” in clause (iii) thereof.

[Section 5.6] of the Credit Agreement is hereby amended to read in its entirety as follows:

[Section 5.02] (Conditions Precedent to All Loans). [Section 5.02] of the Financing Agreement is hereby amended by inserting a new clause (e) to read as follows:

Clauses 5.5, 5.7 and 5.8 are intended to benefit Fairfax Financial Holdings Inc. and each such Clause shall be enforceable by such entity to the fullest extent permitted by law, subject to the other terms and conditions of this Agreement.

[Section 5.6(a)] of the Permal Disclosure Schedule sets forth the authorized, issued and outstanding Equity Interests of each Subsidiary of each Permal Contributed Entity and the beneficial and record owner of such issued and outstanding Equity Interests. All such issued and outstanding Equity Interests # have been duly authorized, # are validly issued, fully paid and non-assessable, # were issued in compliance with applicable Laws (including state and federal securities Laws), # are not subject to, nor were they issued in violation of, any preemptive rights, rights of first refusal, or similar rights and # are held and owned beneficially and of record free and clear of all options, contracts, calls, puts, rights to subscribe, conversion rights and other Liens (other than restrictions imposed by securities Laws that are generally applicable to securities that have not been registered or qualified with a Governmental Authority). The Company does not have (and never has had) any Subsidiaries.