Each Investor, severally and not jointly, represents and warrants to the Company as follows: (a) such Investor has the power and authority to execute, deliver and carry out the terms and provisions of this Agreement and to consummate the transactions contemplated by this Agreement, (b) this Agreement has been duly and validly authorized, executed and delivered by such Investor, constitutes a valid and binding obligation and agreement of such Investor and is enforceable against such Investor in accordance with its terms, except as enforcement of this Agreement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the right of creditors and subject to general equity principles, (c) the Investors have advised the Company of their aggregate beneficial ownership of shares of Company Common Stock and the number of shares of Company Common Stock the Investors have the right to vote as of the date of this Agreement, and as of the date of this Agreement, the Investors and their Affiliates have aggregate economic exposure to 13,600,000 shares of Company Common Stock. Elliott agrees during the Cooperation Period to update and advise the Company of Elliott’s beneficial ownership (which shall include a combination of Elliott’s economic and beneficial ownership (as determined under Rule 13d-3 under the Exchange Act)) of shares of Company Common Stock as of such date as any New Director (or any Replacement New Director) ceases to be director, as promptly as practicable after such date.