If, after the date hereof, any [[Organization A:Organization]] has determined that any Change in Law regarding capital or liquidity requirements or ratios would have the effect of reducing the rate of return on such [[Organization A:Organization]]’s (or parent corporation’s) capital or assets as a consequence of its commitments or obligations hereunder to a level below that which such [[Organization A:Organization]], or its parent corporation, could have achieved but for such Change in Law (taking into consideration such [[Organization A:Organization]]’s (or parent corporation’s) policies with respect to capital adequacy and liquidity), then, within 10 days after DB1/ 97661265.5

the aggregate amount of proceeds received by the Payee or its Affiliates in respect of the Affiliated/Strategic Assets purchased pursuant to all previous Liquidity Event Notices has not exceeded, and will not exceed as a result of the current Liquidity Event Notice, the applicable Liquidity Cap; and

No Liquidity Event. If the Liquidity Event is not consummated by the Maturity Date or Extension Period, the interest rate on the then outstanding principal amount shall increase to 15% per annum, payable in cash each month, until the Liquidity Event is consummated.

Lack of Liquidity. Purchaser confirms that Purchaser is able # to bear the economic risk of this investment, # to hold the Purchased Shares for an indefinite period of time and # presently to afford a complete loss of the investment. Purchaser further represents that Purchaser has sufficient liquid assets so that the illiquidity associated with this investment will not cause any undue financial difficulties or affect Purchaser’s ability to provide for all current needs and possible financial contingencies, and that Purchaser’s commitment to all speculative investments (including this one, if Closing is consummated) is reasonable in relation to Purchaser’s net worth and annual income.

"Liquidity Requirements" means the anticipated liquidity needs of the Target Group to pay claims, as necessary, during the applicable Quarter.

If any Lender determines that any Change in Law regarding capital or liquidity requirements has or would have the effect of reducing the rate of return on such Lender’s capital or on the capital of such Lender’s holding company, if any, as a consequence of this Agreement or the Loan, to a level below that which such Lender or such Lender’s holding company could have achieved but for such Change in Law (taking into consideration such Lender’s policies and the policies of such Lender’s holding company with respect to capital adequacy and liquidity), then from time to time the Borrower will pay to such Lender such additional amount or amounts as will compensate such Lender or such Lender’s holding company for any such reduction suffered.

“Mandatory Requirements” means, with respect to a Business Plan, a Business Plan that # will be fully funded from a liquidity perspective with the necessary levels of working capital in order to achieve the Business Plan; # will generate positive EBITDA for the Company; and # will generate positive Operating Cash Flow from operations;

Capital Accounts. The Partnership will maintain for each Partner an account to be designated “Capital Account”, to which will be added the Partner’s Initial Capital Contribution, Additional Capital Contributions and distributive share of the profits of the Partnership, and against which will be deducted the Partner’s distributive share of the losses of the Partnership and all distributions made to the Partner. A Partner’s Capital Account may, at any point in time, be the same as or different from such Partner’s Capital Balance and may have a negative balance resulting from the Partner’s share of distributions and losses in excess of the Partner’s Initial Capital Contribution and Additional Capital Contributions.

Capital Structure. The authorized capital stock of the Company consists of 2,990,000,000 shares of Common Stock, of which 449,406,030 shares shall be issued and outstanding immediately prior to the Closing. As of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of the Company. As of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which the Company is a party or by which it is bound obligating the Company to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of the Company or other equity or voting securities of the Company or obligating the Company to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of the Company to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of the Company or any other securities of the Company.

Capital Structure. The authorized capital stock of FDOC consists of 10,000,000 shares of Preferred Stock, of which Nil are issued and 2,990,000,000 shares of Common Stock, of which 449,406,030 shares shall be issued and outstanding immediately prior to the Closing. Except as disclosed in FDOC’s public securities filings, as of immediately prior to the Closing, there will be no outstanding bonds, debentures, notes or other indebtedness or other securities of FDOC having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which shareholders of FDOC. Except as disclosed in the FDOC’s public securities filings, as of immediately prior to the Closing, there will be no outstanding securities, options, warrants, calls, rights, commitments, agreements, arrangements or undertakings of any kind to which FDOC is a party or by which it is bound obligating FDOC to issue, deliver or sell, or cause to be issued, delivered or sold, additional common stock of FDOC or other equity or voting securities of FDOC or obligating FDOC to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement or undertaking. As of immediately prior to the Closing, there will be no outstanding contractual obligations, commitments, understandings or arrangements of FDOC to repurchase, redeem or otherwise acquire or make any payment in respect of any common stock of FDOC or any other securities of FDOC. As of immediately prior to the Closing, there will be no agreements or arrangements pursuant to which FDOC is or could be required to register the FDOC’s common stock or other securities under the Securities Act or other agreements or arrangements with or among any holders of FDOC Stock or with respect to any securities of FDOC. The issuance of the FDOC Stock will not trigger any anti-dilution rights of any existing securities of FDOC. Except as disclosed in the FDOC’s public securities filings, as of the Closing, there will be no rights, subscriptions, warrants, options, conversion rights, or agreements of any kind outstanding to purchase from FDOC, or otherwise require the FDOC to issue, any shares of capital stock of FDOC or securities or obligations of any kind convertible into or exchangeable for any shares of capital stock of FDOC.