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SECTION #Amendments to the Receivables Purchase Agreement. Effective as of the Amendment Date, the Receivables Purchase Agreement is hereby amended as follows:

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#Section 1.5 of the Purchase Agreement is hereby amended to read in its entirety as follows:

Receivables. Greater than 50% of all accounts receivable of the Credit Parties and their Subsidiaries arising from the sale of BioThrax or NuThrax to Governmental Authorities of the Federal Government of the United States under a Material Contract becomes more than ninety (90) days past the

Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

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Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into in connection herewith and therewith.

Reference is made to the Receivables Purchase Agreement dated as of ​, 2017, entered into between Meritor and [[Unknown Identifier]] (the "Receivables Purchase Agreement")

Receivables Purchase Agreement” means # any trade receivables purchase and sale facilities and/or other receivables purchase agreements permitted pursuant to Section 7.03 (including the Trade Receivables Purchase and Sale Agreement, dated October 30, 2009, by and among [[Released U.K. Borrowers:Organization]] Receivable Funding III, L.L.C., [[Released U.K. Borrowers:Organization]], MUFG Bank, Ltd., New York Branch, and Victory Receivables Corporation (and any replacement, amendment or restatement to such facility)), and # any other trade receivables facility that has been consented to by the Administrative Agent, such consent not to be unreasonably withheld, and, in either case, whether characterized as a sales agreement or a security agreement.

Extension of a receivables purchase agreement between the Purchaser, the Programme Trustee and ourselves as Seller dated 28 June 2011 as amended, (the “Receivables Purchase Agreement”).

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Wal-Mart Receivables Purchase Agreement” means the Receivables Purchase Agreement, dated June 25, 2013, between Wal-Mart Receivables Purchaser and Parent, as the same now exists or may hereafter be amended, modified, supplemented, extended, renewed, restated or replaced.

Amendment of Receivables Transfer Agreement. The Parties to the Receivables Transfer Agreement hereby agree that with effect from the Effective Date, the Receivables Transfer Agreement is amended as follows:

We refer to the Receivables Purchase Agreement. We write to record the terms and conditions upon which the parties have agreed to extend the Receivables Purchase Agreement.

"Purchased Receivables" means all Receivables which are the subject to any sale and purchase (or any purported sale and purchase) pursuant to Clause 2.2 of this Agreement and any other Receivables in respect of which the Receivables Purchase Price has been paid or will be paid by the [[Organization B:Organization]] to the relevant Seller.

Asset Purchase Agreement. This Bill of Sale is being executed and delivered pursuant to Section 2.09(a)(i) of the Asset Purchase Agreement and is subject in all respects to the terms and conditions of the Asset Purchase Agreement, and all of the representations, warranties, covenants and agreements of the Seller and Buyer contained therein, all of which shall survive the execution and delivery of this Assignment Agreement in accordance with the terms of the Asset Purchase Agreement. Nothing contained herein shall supersede, amend, alter or modify (nor shall it be deemed or construed to supersede, amend, alter or modify) any of the terms or conditions of the Asset Purchase Agreement in any manner whatsoever. In the event of any conflict between the provisions of this Bill of Sale and the provisions of the Asset Purchase Agreement, the provisions of the Asset Purchase Agreement shall control and prevail.

Agreement to Purchase. The USMS and the Purchaser agree that the Purchaser will purchase the Shares at an aggregate purchase price of $605,694,411.59 (the “Purchase Price”) which was determined upon and is equal to the arithmetic average of the Daily VWAPs of the Common Stock over each of the five consecutive trading days immediately preceding, but excluding, the date the Motion was filed in the Criminal Case. “Daily VWAP” means the per share volume-weighted average price of the Common Stock as displayed under the heading “Bloomberg VWAP” on Bloomberg page “HOOD AQR” (or, if such page is not available, its equivalent successor page). The Purchaser has made the necessary calculation to establish the Purchase Price and provided the underlying documentation and calculations to the USMS prior to the date hereof.

Entire Agreement; Amendments. This Agreement, the other Transaction Documents and the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein supersede all other prior oral or written agreements between the Buyers, the Company, its Subsidiaries, their affiliates and Persons acting on their behalf, including, without limitation, any transactions by any Buyer with respect to Common Stock or the Securities, and the other matters contained herein and therein, and this Agreement, the other Transaction Documents, the schedules and exhibits attached hereto and thereto and the instruments referenced herein and therein contain the entire understanding of the parties solely with respect to the matters covered herein and therein; provided, however, nothing contained in this Agreement or any other Transaction Document shall (or shall be deemed to) # have any effect on any agreements any Buyer has entered into with, or any instruments any Buyer has received from, the Company or any of its Subsidiaries prior to the date hereof with respect to any prior investment made by such Buyer in the Company or # waive, alter, modify or amend in any respect any obligations of the Company or any of its Subsidiaries, or any rights of or benefits to any Buyer or any other Person, in any agreement entered into prior to the date hereof between or among the Company and/or any of its Subsidiaries and any Buyer, or any instruments any Buyer received from the Company and/or any of its Subsidiaries prior to the date hereof, and all such agreements and instruments shall continue in full force and effect. Except as specifically set forth herein or therein, neither the Company nor any Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. For clarification purposes, the Recitals are part of this Agreement. No provision of this Agreement may be amended other than by an instrument in writing signed by the Company and the Required Holders (as defined below), and any amendment to any provision of this Agreement made in conformity with the provisions of this Section ‎9(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such amendment shall be effective to the extent that it # applies to less than all of the holders of the Securities then outstanding or # imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No waiver shall be effective unless it is in writing and signed by an authorized representative of the waiving party, provided that the Required Holders may waive any provision of this Agreement, and any waiver of any provision of this Agreement made in conformity with the provisions of this Section ‎9(e) shall be binding on all Buyers and holders of Securities, as applicable, provided that no such waiver shall be effective to the extent that it # applies to less than all of the holders of the Securities then outstanding (unless a party gives a waiver as to itself only) or # imposes any obligation or liability on any Buyer without such Buyer’s prior written consent (which may be granted or withheld in such Buyer’s sole discretion). No consideration (other than reimbursement of legal fees) shall be offered or paid to any Person to amend or consent to a waiver or modification of any provision of any of the Transaction Documents unless the same consideration also is offered to all of the parties to the Transaction Documents or all holders of the Common Shares (as the case may be). The Company has not, directly or indirectly, made any agreements with any Buyers relating to the terms or conditions of the transactions contemplated by the Transaction Documents except as set forth in the Transaction Documents. Without limiting the foregoing, the Company confirms that, except as set forth in this Agreement, no Buyer has made any commitment or promise or has any other obligation to provide any financing to the Company, any Subsidiary or otherwise. As a material inducement for each Buyer to enter into this Agreement, the Company expressly acknowledges and agrees that # no due diligence or other investigation or inquiry conducted by a Buyer, any of its advisors or any of its representatives shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document and # unless a provision of this Agreement or any other Transaction Document is expressly preceded by the phrase “except as disclosed in the SEC Documents,” nothing contained in any of the SEC Documents shall affect such Buyer’s right to rely on, or shall modify or qualify in any manner or be an exception to any of, the Company’s representations and warranties contained in this Agreement or any other Transaction Document. “Required Holders” means Buyers entitled to purchase, in the aggregate, at least a majority of the number of Common Shares at the Closing.

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