Short Sales. Holder represents and agrees, as applicable: # Holder has not prior to the date hereof, entered into or effected any Short Sales; and # so long as the Note remains outstanding, Holder will not enter into or effect any Short Sales. The Company acknowledges and agrees that upon submission of a Conversion Notice as set forth herein, Holder immediately owns the Common Stock described in the Conversion Notice and any sale of that Common Stock issuable under such Conversion Notice would not be considered short sales. For purposes herein, “Short Sales” shall mean entering into any short sale or other hedging transaction which establishes a net short position with respect to the Company’s Common Stock.

Bulk Sales. The execution, delivery and performance of this Agreement do not require compliance with any “bulk sales” act or similar law by the Borrower.

Sales Tax. All stated prices are exclusive of any taxes, fees, duties, and levies, however designated or imposed, including, but not limited to value-added and withholding taxes that are levied or based upon the amounts paid under the terms contained herein (collectively, “Taxes”). Any Taxes related to the Products purchased pursuant to the terms contained herein are the responsibility of ​ (excluding taxes based on ​’s net income) unless ​ presents an exemption certificate acceptable to ​ and the applicable taxing authorities. If possible, ​ will bill Taxes as a separate item on the invoice presented to ​. If any exemption certificate

Sales Procedures. The Company and MP Securities agree to cooperate with each other in carrying out the subscription procedures and selling procedures described in the “Plan of Distribution” section of the Prospectus and the summary attached hereto as [Exhibit C].

Sales Milestones. Denali shall pay to ​ a one-time milestone payment upon the first occurrence of the events listed in [(a) through (c)] below:

Bulk Sales. Concurrently with the execution of this Agreement, ​ shall complete and timely submit the appropriate forms for requesting a determination from the Illinois Department of Revenue (the “Department”), together with a copy of this Agreement, for the purpose of obtaining from the Department a determination as to ​'s assessed but unpaid tax liability, if any, under the Illinois Income Tax Act and the Retailers Occupation Tax Act. ​’s obligation to close this transaction shall be conditioned upon the receipt of a determination from the Department that no such tax liability is due and owing. If a determination of tax liability is made by the Department, an amount sufficient to cover such tax liability shall be placed in escrow at Closing until such time as the Department has confirmed that no tax liability is due and owing. The parties hereby agree to deliver or cause to be delivered any other documentation and information as may be required to comply with Section 9-902(d) of the Illinois Income Tax Act and Section 444(j) of the Retailers Occupation Tax Act. ​ hereby agrees to indemnify, defend and hold harmless ​ against any claim, suffered or incurred by ​ in connection with, arising out of, or in any way related to, ​’s failure to comply with such bulk sale laws in connection with the transactions contemplated by this Agreement or the failure of ​ to obtain a complete release from Department under the Illinois Income Tax Act and the Retailers Occupation Tax Act. The provisions of this Section 12.18.1 shall survive Closing.

Asset Sales. Except in connection with an Asset Exchange, sell or permit any Principal Subsidiary to sell, assign, or otherwise dispose of telecommunications assets (whether in one transaction or a series of transactions), if the net, after-tax proceeds thereof are used by the Borrower or any Subsidiary to prepay (other than a mandatory prepayment in accordance with the terms of the applicable governing documents, including pursuant to any put provision) Indebtedness incurred after the date hereof which Indebtedness has a maturity later than the Maturity Date (other than bridge or other financings incurred in connection with an asset purchase or sale, including acquisition indebtedness or indebtedness of an acquired entity or indebtedness incurred to refinance indebtedness outstanding as of the date hereof).

Bulk Sales. In the case of the SPV, no transaction contemplated hereby or by the First Tier Agreement requires compliance with any bulk sales act or similar law.

Holdings shall not, and shall not permit any of its Restricted Subsidiaries to consummate an Asset Sale, unless:

“Rate Plan” means the applicable Room Price and associated booking conditions, attached to each relevant room type for a Standalone Booking or a Package Booking.