(1)

With respect to each Purchaser who closes the purchase of 100% of its share allocation set forth in Schedule 1 of the Agreement by payment of its portion of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller on or before March 31, 2020, 100% of the portion of the Deposit paid by such Purchaser will be credited toward the portion of the Purchase Price payable by such Purchaser; and

(2)

With respect to each Purchaser who closes a portion of its share allocation set forth in Schedule 1 of the Agreement by payment of its proportionate share (on a per share basis) of the Purchase Price by wire transfer of immediately available funds to an account designated by Seller on or before March 31, 2020 (each such Purchaser a “Partial Purchaser”), (i) the Deposit paid by such Partial Purchaser will be credited toward the Purchase Price for such Partial Purchaser on a proportionate basis, and (ii) 50% of the remaining Deposit paid by such Partial Purchaser (after giving effect to (i)) will be released to Seller without the need for further action as liquidated damages for the delay in closing the transactions contemplated by the Agreement; and

(3)

With respect to each Purchaser who does not close the purchase of any of its share allocation set forth in Schedule 1 of the Agreement on or before March 31, 2020 (each such Purchaser, a “Deferring Purchaser”), 50% of the portion of the Deposit paid by such Deferring Purchaser shall be released to Seller without the need for further action as liquidated damages for the delay in closing the transactions contemplated by the Agreement; and

(4)

If a Partial Purchaser or Deferring Purchaser closes the purchase of 100% of its share allocation set forth in Schedule 1 of the Agreement (or remaining portion thereof, as applicable) by wire transfer of immediately available funds to an account designated by Seller on or before September 28, 2020 (the “New Long-Stop Date”), the remaining amount of the Deposit paid by such Partial Purchaser or Deferring Purchaser will be credited toward the portion of the Purchase Price payable by such Partial Purchaser or Deferring Purchaser at such closing; and

(5)

With respect to any Partial Purchaser or Deferring Purchaser that does not close the purchase of 100% of its share allocation set forth in Schedule 1 of the Agreement (or remaining portion thereof, as applicable) on or before the New Long-Stop Date, then (i) the remaining amount of the Deposit paid by such Partial Purchaser or Deferring Purchaser shall be released to Seller as of September 29, 2020 without the need for further action as liquidated damages for the delay in closing the transactions contemplated by the Agreement, and (ii) Seller may terminate the Agreement pursuant to Section 15.1 of the Agreement unless Seller elects, in its sole discretion, to further extend the New Long-Stop Date.