Bring-down Release. Employee agrees to extend (the “Extension”) his release and waiver of claims hereunder (and the related representations, acknowledgements, and covenants as set forth herein) effective as of his last day of employment with the Company (the “Bring-Down Release”), in each case, to include all claims not otherwise excluded from such release arising through and including his last day of employment. The Extension shall be effected by Employee re-executing (but not earlier than his last day of employment with the Company) the signature page to this Agreement where indicated (such date of re-execution, the “Bring-Down Release Effective Date”). The Company’s promises under this Agreement, including but not limited to its obligation to provide Employee with the benefits described in [Section 2] of this Agreement will arise only after the Bring-Down Release Effective Date.

Comfort Letter. On or prior to # the date of this Agreement, which is on or prior to the date of the first Issuance Instruction or the first Forward Placement Notice and # each Triggering Event Date with respect to which the Company is obligated to deliver a certificate pursuant to [Section 4(a)(xv)] for which no waiver is applicable and excluding the date of this Agreement, the Company shall cause Deloitte & Touche LLP, the independent registered public accounting firm who has audited the financial statements included or incorporated by reference in the Registration Statement and the Prospectus, to furnish the Agent and the Forward Purchaser a comfort letter, dated the date of delivery, in form and substance reasonably satisfactory to the Agent and its counsel and the Forward Purchasers and its counsel, substantially similar to the form previously provided to the Agent and its counsel and the Forward Purchasers and its counsel; provided, however, that any such comfort letter will only be required on the Triggering Event Date specified to the extent that it contains financial statements filed with the Commission under the Exchange Act and incorporated or deemed to be incorporated by reference into a Registration Statement or a Prospectus that have not previously been covered by a comfort letter delivered pursuant to this [Section 4(a)(xvii)]. If requested by the Agent or the Forward Purchaser, the Company shall also cause a comfort letter to be furnished to the Agent and the Forward Purchaser within ten (10) Trading Days of the date of occurrence of any material transaction or event requiring the filing of a current report on Form 8-K containing material amended financial information of the Company, including a restatement of the Company’s financial statements. The Company shall not be required to furnish more than one comfort letter hereunder per calendar quarter.

Comfort Letter. The Agent shall have received the Comfort Letter required to be delivered pursuant [Section 7(n)] on or before the date on which such delivery of such letter is required pursuant to [Section 7(n)].

Comfort Letter. On or prior to the date of delivery of the first Placement Notice and within three (3) Trading Days of each Representation Date with respect to which the Company is obligated to deliver a certificate in the form attached hereto as [Exhibit 8](l) for which no waiver is applicable, the Company shall cause its independent accountants to furnish Cowen letters (the “Comfort Letters”), dated the date the Comfort Letter is delivered, in form and substance satisfactory to Cowen, # confirming that they are an independent registered public accounting firm within the meaning of the Securities Act and the PCAOB, # stating, as of such date, the conclusions and findings of such firm with respect to the financial information and other matters ordinarily covered by accountants’ “comfort letters” to Cowen in connection with registered public offerings (the first such letter, the “Initial Comfort Letter”) and # updating the Initial Comfort Letter with any information that would have been included in the Initial Comfort Letter had it been given on such date and modified as necessary to relate to the Registration Statement and the Prospectus, as amended and supplemented to the date of such letter.

Comfort Letter. Cowen shall have received the Comfort Letter required to be delivered pursuant to [Section 8(n)] on or before the date on which such delivery of such Comfort Letter is required pursuant to [Section 8(n)].

Bring-down Comfort Letter. At the Closing Date, the Placement Agent shall have received from Hein & Associates LLP a letter, dated as of the Closing Date, to the effect that Hein & Associates LLP reaffirms the statements made in the letter furnished pursuant to [Section 8].C.i. except that the specified date referred to shall be a date not more than three (3) business days prior to the Closing Date.

Comfort Letters. The Initial Purchasers shall have received from each of the Independent Accountants: # a customary initial comfort letter delivered according to Statement of Auditing Standards No. 72 (or any successor bulletin), dated the date hereof, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, with respect to the financial statements and certain financial information contained in the Time of Sale Document and the Final Offering Memorandum, and # a customary “bring-down” comfort letter, dated the Closing Date, in form and substance reasonably satisfactory to the Initial Purchasers and their counsel, which includes, among other things, a reaffirmation of the statements made in its initial letter furnished pursuant to [clause (A)] with respect to such financial statements and financial information contained in the Time of Sale Document and the Final Offering Memorandum.

This Letter of Comfort is given only in relation to the content of the Regulatory Overviews on the date of this Letter of Comfort and we do not assume any obligation to update this Letter of Comfort or to inform you of any changes to any of the facts or laws or other matters referred to in this Letter of Comfort.

Flow Down. The Contractor shall, as far as practicable, place all subcontracts with Major Subcontractors on terms that will enable the Contractor to terminate in the same manner set forth under this [Article 22.0], Termination for Default of Contract.

As a further condition to receiving the payments and benefits described in [Section 2] above, Executive agrees to sign a bring-down release in the form attached as [Exhibit B] to this Agreement (the “Bring Down Release”) no earlier than the Separation Date and no later than 21 days after the date Executive executes this Agreement and not to revoke the Bring Down Release.