. Promptly after the execution and delivery thereof, the Borrower shall furnish to the Lenders (with a copy to the Administrative Agent)

Without the prior written consent of the Required Lenders, # terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, # materially amend, modify, supplement or consent to any change in any provision of or # materially waive any material default under, material breach of, material condition, closing deliverable or other required item under, or the performance of a material obligation by any Person, in each case, under any # Other Documents, except to the extent that such actions could not reasonably be expected to have a Material Adverse Effect or otherwise adversely impact Net Cash Flow or Portfolio Value (other than in respect of Distressed Customer Agreements) and or # Transaction Documents unless such amendment, consent or waiver is either approved in writing by the Administrative Agent (acting at the direction of the Required Lenders) or immaterial; provided, however, that no prior written consent by the Required Lenders shall be required in the case of any amendment, modification or supplement to or waiver under Other Documents or any Transaction Documents solely to # correct a manifest error therein that is not material or # to increase the aggregate amount of an Investor’s commitment; provided, further, # the Borrower shall be permitted to enter into an agreement to amend or modify the electricity or lease rate, annual escalator or term of any Distressed Customer Agreement only, so long as such amendment or modification is made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if such amendment or modification had not been entered into (as reasonably determined by the Borrower in good faith and in light of the facts and circumstances known at the time of such amendment or modification) and # for any Customer Agreement for which the Borrower reasonably determines the Customer under such Customer Agreement could reasonably be expected to stop making payments due under the Customer Agreement, the Borrower may enter into a delayed payment plan to adjust the timing of payments under such Customer Agreement for up to twelve (12) months.

Amendments; Other Agreements. Promptly after the execution and delivery thereof, the Borrower shall furnish the Administrative Agent with copies of # all material waivers, amendments, supplements or modifications of any Material Project Document and, subject to any applicable Laws and within four (4) Business Days of the execution and delivery thereof, any amendment, supplement or modification thereto and # all waivers, amendments, supplements or modifications of any Other Documents and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date, in the case of this clause (ii), to the extent such waivers, amendments, supplements or modifications would reasonably be expected to have a Material Adverse Effect.

Without the prior written consent of the Required Lenders, # terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, # materially amend, modify, supplement or consent to any change in any provision of or # materially waive any material default under, material breach of, material condition, closing deliverable or other required item under, or the performance of a material obligation by any Person, in each case, under any # Other Documents, except to the extent that such actions could not reasonably be expected to have a Material Adverse Effect or otherwise adversely impact Net Cash Flow or Portfolio Value (other than in respect of Distressed Customer Agreements) and or # Transaction Documents unless such amendment, consent or waiver is either approved in writing by the Administrative Agent (acting at the direction of the Required Lenders) or immaterial; provided, however, that no prior written consent by the Required Lenders shall be required in the case of any amendment, modification or supplement to or waiver under Other Documents or any Transaction Documents solely to # correct a manifest error therein that is not material or # to increase the aggregate amount of an Investor’s commitment; provided, further, # the Borrower shall be permitted to enter into an agreement to amend or modify the electricity or lease rate, annual escalator or term of any Distressed Customer Agreement only, so long as such amendment or modification is made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if such amendment or modification had not been entered into (as reasonably determined by the Borrower in good faith and in light of the facts and circumstances known at the time of such amendment or modification) and # for any Customer Agreement for which the Borrower reasonably determines the Customer under such Customer Agreement could reasonably be expected to stop making payments due under the Customer Agreement, the Borrower may enter into a delayed payment plan to adjust the timing of payments under such Customer Agreement for up to twelve (12) months.

. Promptly after the execution and delivery thereof, the Borrower shall furnish to the Lenders (with a copy to the Administrative Agent) copies of # all material waivers, amendments, supplements or modifications of any Project Document and, subject to any applicable Laws and within four (4) Business Days of the execution and delivery thereof, any amendment, supplement or modification thereto and # all waivers, amendments, supplements or modifications of any Other Documents and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date, in the case of this clause (b), to the extent such waivers, amendments, supplements or modifications could reasonably be expected to have a Material Adverse Effect.

Without the prior written consent of the Required Lenders, # terminate or cancel, exercise any right or remedy under or pursuant to any breach or default of, # materially amend, modify, supplement or consent to any change in any provision of or # materially waive any material default under, material breach of, material condition, closing deliverable or other required item under, or the performance of a material obligation by any Person, in each case, under any # Other Documents, except to the extent that such actions could not reasonably be expected to have a Material Adverse Effect or otherwise adversely impact Net Cash Flow or Portfolio Value (other than in respect of Distressed Customer Agreements) or # Transaction Documents unless such amendment, consent or waiver is either approved in writing by the Administrative Agent (acting at the direction of the Required Lenders) or immaterial; provided, however, that no prior written consent by the Required Lenders shall be required in the case of any amendment, modification or supplement to or waiver under Other Documents or any Transaction Documents solely to # correct a manifest error therein that is not material or # to increase the aggregate amount of an Investor’s commitment; provided, further, # the Borrower shall be permitted to enter into an agreement to amend or modify the electricity or lease rate, annual escalator or term of any Distressed Customer Agreement only, so long as such amendment or modification is made in good faith for a commercially reasonable purpose and is intended to maximize the long-term economic value of the Customer Agreement as against its value if such amendment or modification had not been entered into (as reasonably determined by the Borrower in good faith and in light of the facts and circumstances known at the time of such amendment or modification) and # for any Customer Agreement for which the Borrower reasonably determines the Customer under such Customer Agreement could reasonably be expected to stop making payments due under the Customer Agreement, the Borrower may enter into a delayed payment plan to adjust the timing of payments under such Customer Agreement for up to twelve (12) months.

. Promptly after the execution and delivery thereof, the Borrower shall furnish to the Lenders (with a copy to the Administrative Agent) copies of # all material waivers, amendments, supplements or modifications of any Project Document and, subject to any applicable Laws and within four (4) Business Days of the execution and delivery thereof, any amendment, supplement or modification thereto and # all waivers, amendments, supplements or modifications of any Other Documents and any additional material contracts or agreements to which the Borrower becomes a party after the Closing Date, in the case of this clause (b), to the extent such waivers, amendments, supplements or modifications could reasonably be expected to have a Material Adverse Effect.

Amendments to Other Agreements. Enter into # any amendment, waiver or modification of the KeyMile Acquisition Documents (excluding the KeyMile Seller Working Capital Facility Agreement and the KeyMile Seller Working Capital Facility Guarantee) that is materially adverse to the interests of any Loan Party or any Secured Party, or # any amendment, waiver or modification of any of # the KeyMile Seller Working Capital Facility Agreement and the KeyMile Seller Working Capital Facility Guarantee, # the DNI Guarantee Fee Agreement, # the agreements evidencing and/or governing the Permitted DNI Subordinated Loans, the Permitted Korean LGU Indebtedness, the Permitted Korean Export-Import Bank Indebtedness, or the Permitted Korean Development Bank Indebtedness, or # the DNI IP License, if any such DNI License shall be entered into in accordance with the terms of this Agreement, that, in any case under this clause (ii), is adverse in any way to the interests of any Loan Party or any Secured Party.

Other Agreements. This Agreement supersedes and cancels all prior written or oral agreements and understandings relating to the terms of this Agreement. Without limiting the foregoing, the parties acknowledge and agree that any previous employment agreements between the parties, including the Change of Contents of the Employment Contract of 01.Feb.2003, are no longer in effect.

[Other Agreements. The Company hereby represents and warrants that none of the terms offered to other holders (“Other Holder”) of Common Stock purchase warrants pursuant to separate agreements (“Other Warrant Agreement”, including any amendment, modification or waiver thereof), is or will be more favorable to such Other Holder than those of the Holder and this letter agreement. Nothing contained in this letter agreement, and no action taken by the Holder pursuant hereto, shall be deemed to constitute the Holder and any Other Holder as a partnership, an association, a joint venture or any other kind of entity, or create a presumption that the Holder and the Other Holders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this letter agreement and the Company acknowledges that the Holder and the Other Holders are not acting in concert or as a “group” with respect to such obligations or the transactions contemplated by this letter agreement or any Other Warrant Agreement. The Company and the Holder confirm that the Holder has independently participated in the negotiation of the transactions contemplated hereby with the advice of its own counsel and advisors.]1