By: Prudential Private Placement Investors, Inc. (as its General Partner) as Sub-Advisor

Need for Additional Capital; Additional Private Placement. The net proceeds raised by the

Placement Agents. It will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agents and understands that neither the Placement Agents nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.

4B(5) Private Placement Number TC \l "1". A Private Placement number issued by Standard & Poor’s CUSIP Service Bureau (in cooperation with the Securities Valuation Office of the National Association of Insurance Commissioners) shall have been obtained for each Series of Notes to be issued on the applicable Closing Day.

Private Financing Fee. As compensation for the services to be provided by Network 1 hereunder, the Company agrees to pay to Network 1 a placement fee (the “Private Placement Fee”) equal to 7% of the aggregate amount raised by the Company (the “Aggregate Amount Raised”) which shall be payable upon the consummation of the placement. For clarity, if the Financing is consummated in more than one closing, the full amount of the initial closing shall become due and payable at the initial closing and any additional Private Placement Fee amounts owed shall be payable upon the Company’s receipt of the Aggregate Amount Raised at each closing.

as of the date of delivery, Counterparty shall enter into an agreement (a “Private Placement Agreement”) with ​ (or any affiliate of ​ designated by ​) in connection with the private placement of such shares by Counterparty to ​ (or any such affiliate) and the private resale of such shares by ​ (or any such affiliate), substantially similar to private placement purchase agreements customary for private placements of equity securities, in form and substance commercially reasonably satisfactory to ​, which Private Placement Agreement shall include, without limitation, provisions substantially similar to those contained in such private placement purchase agreements relating, without limitation, to the indemnification of, and contribution in connection with the liability of, ​ and its affiliates and the provision of customary opinions, accountants’ comfort letters and lawyers’ negative assurance letters, and shall provide for the payment by Counterparty of all reasonable fees and actual, documented out-of-pocket expenses in connection with such resale, including all reasonable fees and actual, documented out-of-pocket expenses of counsel for ​, and shall contain representations, warranties, covenants and agreements of Counterparty reasonably necessary or advisable to establish and maintain the availability of an exemption from the registration requirements of the Securities Act for such resales; and

$150,000,000.00, and # each of the term notes issued pursuant to a private placement of Additional Indebtedness.

Section # Closing and Settlement Mechanics. On the Closing Date, # the Company will provide irrevocable instructions to Continental Stock Transfer & Trust Company, the transfer agent of the Company (the “Transfer Agent”), to credit to the Holders or their designees the Exchange Shares pursuant to the terms of this Agreement and # the Holders will deliver, or caused to be delivered, to the Company all documentation related to the right, title and interest in and to all of the Private Placement Warrants being exchanged under this Agreement in accordance with the instructions of the Company, and whatever documents of conveyance or transfer may be necessary or reasonably desirable to transfer to and confirm in the Company all right, title and interest in and to (free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto) the Private Placement Warrants.

THIS IS A PRIVATE OFFERING MADE PURSUANT TO APPLICABLE FEDERAL AND STATE “PRIVATE PLACEMENT” EXEMPTIONS. THE SECURITIES MUST BE ACQUIRED FOR INVESTMENT PURPOSES ONLY AND ONCE ACQUIRED WILL NOT BE FREELY TRANSFERABLE.

Fractional Warrants. Upon the exercise of this Warrant, no fractions of shares of the Common Stock shall be issued; but fractional Warrants shall be delivered, entitling the Holder, upon surrender with other fractional Warrants aggregating one or more full shares of the Common Stock, to purchase such full shares of the Common Stock.