Fundamental Transactions. If, at any time while this Note is outstanding, # the ​ effects any merger or consolidation of the ​ with or into another person, # the ​ effects any sale of all or substantially all of its assets in one or a series of related transactions, # any tender offer or exchange offer (whether by the ​ or another person) is completed pursuant to which holders of Common Stock tender or exchange their shares for other securities, cash or property, or # the ​ effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock covered by [Section 10(a)] above) (in any such case, a “Fundamental Transaction”), then upon any subsequent conversion of this Note, the Investor shall have the right to receive, for each Underlying Share that would have been issuable upon such conversion absent such Fundamental Transaction, the same kind and amount of securities, cash or property as it would have been entitled to receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder of one share of Common Stock (the “Alternate Consideration”). For purposes of any such conversion, the ​ shall apportion the Conversion Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Investor shall be given the same choice as to the Alternate Consideration it receives upon any conversion of this Note following such Fundamental Transaction.

Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, # the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), # the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, # any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or # the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

Fundamental Changes. Merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of the assets of the Borrowers and the Restricted Subsidiaries on a consolidated basis, taken as a whole, to any other Person, except that, so long as no Default exists or would result therefrom:

“Fundamental Buyer Representations” means the representations and warranties contained in [Section 5.1] (Authority), the first sentence of [Section 5.3] (Organizational Matters), [Section 5.5] (Diligence) and [Section 5.6] (Brokers; Agents).

Notwithstanding each paragraph provided above, any limitation under paragraphs 3, 4 or 5 of this Article shall not be applicable to # any damage caused by willful misconduct or gross negligence of the other party and/or # the Seller’s Fundamental Representations and Warranties. In this Article, the “Seller’s Fundamental Representations and Warranties” mean the representations and warranties based on [section 1] and paragraphs 1, 2 and 9 of [section 2 of Exhibit 3.1].

All of the Fundamental Representations (other than [Section 2.10]) made by the Seller shall have been true and correct in all material respects as of the date of this Agreement, and shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date (in each case other than those Fundamental Representations that are made as of a specified date, in which case as of such date). The Fundamental Representations in [Section 2.10] shall have been true and correct in all respects as of the date of this Agreement and shall be true and correct in all respects as of the Closing Date as if made at the Closing Date.

Limitations Not Applicable to Certain Representations. Notwithstanding anything contained in this Agreement to the contrary, the limitations set forth in [Section 9.4(b)] shall not apply to limit the indemnification to which the Buyer Indemnified Parties may be entitled for Losses arising from any breach of the Fundamental Company Representations or the Fundamental Seller Representations; provided, however, that in no event shall a Seller’s obligation to provide indemnification for Losses under this [Article IX] exceed the Closing Purchase Price proceeds actually received by such Seller.

Representations and Warranties. The representations and warranties made by the EnTrust Contributor # that are Fundamental Representations shall be true and correct in all material respects as of the Closing with the same effect as though made on and as of the Closing and # that are contained in [Article IV], other than the Fundamental Representations, shall be true and correct in all respects as of the Closing with the same effect as though made on and as of the Closing, except, in the case of [foregoing [clause (ii)]], for breaches or inaccuracies of representations or warranties that do not (individually or in the aggregate) have a Material Adverse Effect.

“Fundamental Representations” means the representations and warranties of the Company Group set forth in [Sections 4.4] (Authorization; Validity; Enforcement), 4.6 (Capitalization), 4.11 (Incorporation, Formation and Good Standing of the Parent and the Company), and 4.20 (REIT Status).