Offering Services. The Advisor shall manage and supervise:

circumstances under which they were made, not misleading.

No Integrated Offering. None of the Company, its Subsidiaries or any of their affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would cause this offering of the Securities to require approval of stockholders of the Company under any applicable stockholder approval provisions, including, without limitation, under the rules and regulations of any exchange or automated quotation system on which any of the securities of the Company are listed or designated for quotation. None of the Company, its Subsidiaries, their affiliates nor any Person acting on their behalf will take any action or steps that would cause the offering of any of the Securities to be integrated with other offerings of securities of the Company.

Regulation D Offering. The offer and issuance of the 2024 Secured Notes to the Subscribers is being made pursuant to the exemption from the registration provisions of the 1933 Act afforded by Section 4(a)(2) or Section 4(a)(6) of the 1933 Act and/or Rule 506 of Regulation D promulgated thereunder. ​ agrees to timely file a Form D with respect to the 2024 Secured Notes as required under Regulation D and to provide a copy thereof upon request of any Subscriber. ​ shall take such action as it shall reasonably determine is necessary in order to obtain an exemption, or to qualify, the 2024 Secured Notes for issuance to the Subscribers under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of any Subscriber.

Each Offering is subject to all the provisions of the Plan, and the provisions of the Plan are hereby made a part of the Offering. The Offering is further subject to all interpretations, amendments, rules and regulations which

Terms for Offering Space. The term for the Offering Space shall commence upon the commencement date stated in the Advice and thereupon the Offering Space shall be considered a part of the Sublet Portion, provided that all of the terms stated in the Advice shall govern Subtenant’s subleasing of the applicable Offering Space and only to the extent they do not conflict with the Advice, the terms and conditions of the Sublease shall apply to the applicable Offering Space. Subtenant shall pay Additional Rent for the applicable Offering Space in accordance with the terms and conditions of the Advice. The applicable Offering Space (including improvements and personalty, if any) shall be accepted by Subtenant in its condition and as-is configuration existing on the earlier of the date Subtenant takes possession of the applicable Offering Space or as of the date the term for the applicable Offering Space commences, unless the Advice specifies any work to be performed by Sublandlord in the applicable Offering Space, in which case Sublandlord shall perform such work in the Offering Space. If Sublandlord is delayed delivering possession of the applicable Offering Space due to the holdover or unlawful possession of such space by any party, Sublandlord shall use reasonable efforts to obtain possession of the space, and the commencement date of the term for the applicable Offering Space shall be postponed until the date Sublandlord delivers possession of the applicable Offering Space to Subtenant free from occupancy by any party

Reduction Following Public Offering. If # before or after the second (2nd) anniversary of Term Commencement Date, the stock of Tenant has been issued in a public offering and is sold on a public stock exchange at a net price which equates to a market capitalization of at least Five Billion Dollars ($5,000,000,000), # the second (2nd) anniversary of the Term Commencement Date has occurred, and # no monetary Event of Default has occurred during the twelve (12) month period preceding such public offering or the second (2nd) anniversary of the Term Commencement Date, whichever date is later (the “Public Offering LC Reduction Conditions”), then the Letter of Credit Amount shall be reduced to if the Public Offering LC Reduction Conditions are satisfied, and provided that Tenant tenders the replacement or amended Letter of Credit to Landlord satisfying each and all of the requirements set forth in this Paragraph 20, Landlord shall exchange the Letter of Credit then held by Landlord for the replacement Letter of Credit tendered by Tenant or accept and acknowledge the amendment to the Letter of Credit then held by Landlord, as applicable. If, following the satisfaction of the Public Offering LC Reduction Condition, Tenant maintains four (4) consecutive quarters during which its market capitalization is at least Five Billion Dollars ($5,000,000,000), then the Letter of Credit Amount shall be reduced to zero and eliminated as a requirement hereunder.

Limitations on Offering Size. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares if, after giving effect to the sale of such Placement Shares, the aggregate number of Placement Shares sold pursuant to this Agreement would exceed the lesser of # together with all sales of Placement Shares under this Agreement, the Maximum Amount, # the amount available for offer and sale under the currently effective Registration Statement and # the amount authorized from time to time to be issued and sold under this Agreement by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing. Under no circumstances shall the Company cause or request the offer or sale of any Placement Shares pursuant to this Agreement at a price lower than the minimum price authorized from time to time by the Company’s board of directors, a duly authorized committee thereof or a duly authorized executive committee, and notified to the Agent in writing.

Not a Public Offering. This award is not intended to be a public offering of securities in the Employee’s country of residence (and country of employment, if different). ​ has not submitted any registration statement, prospectus or other filings with the local securities authorities (unless otherwise required under local law), and the Award is not subject to the supervision of the local securities authorities.

Certain terms of the Offering are as follows: