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Executive shall be entitled to four (4) weeks of paid vacation per calendar year, which shall be capped at a maximum of six (6) weeks of accrued vacation.  Executive shall endeavor to use his vacation in the calendar year in which it is accrued.

93Vacations

All of the Borrowers’ obligations under this Article III shall survive the occurrence of the Termination Date.

85Survival

This Amendment and the Agreement cannot be modified in any manner other than by written modification executed by Seller and Buyer.

60Modifications

Schedules 1.01(i)  and 1.01(ii)  contain a complete and correct list, as of the Closing Date, of all Restricted Subsidiaries and Unrestricted Subsidiaries of the Company, respectively, and a description of the legal nature of such Subsidiaries (including, with respect to each Restricted Subsidiary, the jurisdiction of its incorporation or organization, the address of its principal place of business and its U.S. taxpayer identification number), the nature of the ownership interests (shares of stock or general or limited partnership or other interests) in such Subsidiaries and the holders of such interests and, except as disclosed to the Lenders in writing prior to the Closing Date, the Company and each of its Subsidiaries owns all of the ownership interests of its Subsidiaries indicated in such schedules as being owned by the Company or such Subsidiary, as the case may be, free and clear of all Liens except those created under the Collateral Documents, and all such ownership interests are validly issued and, in the case of shares of stock, fully paid and non-assessable.

83Subsidiaries

No Person will have, as a result of the transactions contemplated by this Agreement, any valid right, interest or claim against or upon the Company or any Buyer for any commission, fee or other compensation pursuant to any agreement, arrangement or understanding entered into by or on behalf of the Buyer.

15Brokers

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures on this Agreement may be conveyed by electronic transmission and shall be binding upon the parties so transmitting their signatures. Counterparts with original signatures shall be provided to the other parties following the applicable electronic transmission; provided , however , that failure to provide the original counterpart shall have no effect on the validity or the binding nature of this Agreement.

26Counterparts

If Executive is a “specified employee” for purposes of Section 409A, as determined under DDR’s policy for determining specified employees on the Termination Date, each payment, benefit, or reimbursement paid or provided under this Agreement that constitutes a “deferral of compensation” within the meaning of Section 409A, that is to be paid or provided as a result of a “separation from service” within the meaning of Section 409A, and that would otherwise be paid or provided at any time (a “ Scheduled Time ”) that is on or before the date (the “ Six Month Date ”) that is exactly six months after the Termination Date (other than payments, benefits, or reimbursements that are treated as separation pay under Section 1.409A-1(b)(9)(v) of the Treasury Regulations) will not be paid or provided at the Scheduled Time but will be accumulated (together with interest at the applicable federal rate under Section 7872(f)(2)(A) of the Internal Revenue Code in effect on the Termination Date) through the Six Month Date and paid or provided during the period of 30 consecutive days beginning on the first business day after the Six Month Date (that period of 30 consecutive days, the “ Seventh Month after the Termination Date ”), except that if Executive dies before the Six Month Date, the payments, benefits, or reimbursements will be accumulated only through the date of Executive’s death and thereafter paid or provided not later than 30 days after the date of death.

12Benefits

This Agreement, together with the documents incorporated herein by reference, represents the entire agreement between the parties with respect to the subject matter hereof and this Agreement may not be modified by any oral or written agreement unless same is in writing, signed by both parties and has been approved by the Committee.

38Entire Agreements

NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, OWNER SHALL BE LIABLE FOR, AND HEREBY RELEASES, INDEMNIFIES, DEFENDS AND HOLDS HARMLESS THE SANCHEZ PARTIES, THE MARKETING SANCHEZ PARTY, AND ALL OF THEIR AFFILIATES, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE “SANCHEZ INDEMNITEES”) FROM AND AGAINST, A PERCENTAGE (“OWNER’S SECTION 8 INDEMNIFICATION PERCENTAGE”), WHICH PERCENTAGE SHALL BE EQUAL TO ONE HUNDRED PERCENT (100%) OF OWNER’S PROPORTIONATE SHARE OF ALL NATURAL GAS PRODUCTION FROM THE WELLS ON THE PROPERTIES, OF ANY AND ALL SUITS, ACTIONS, DEBTS, ACCOUNTS, COSTS, CHARGES, DAMAGES OF ANY KIND OR TYPE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DEATH, DAMAGES TO PROPERTY, ENVIRONMENTAL OR OTHERWISE, AND THIRD PARTY CONSEQUENTIAL DAMAGES), FINES, PENALTIES, LOSSES, JUDGMENTS, LIABILITIES AND/OR EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND OTHER COSTS OF LITIGATION (INCLUDING, WITHOUT LIMITATION, ANY AND ALL SUITS, ACTIONS, DEBTS, ACCOUNTS, COSTS, CHARGES, DAMAGES OF ANY KIND OR TYPE (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY OR DEATH, DAMAGES TO PROPERTY, ENVIRONMENTAL OR OTHERWISE, AND THIRD PARTY CONSEQUENTIAL DAMAGES), FINES, PENALTIES, LOSSES, JUDGMENTS, LIABILITIES AND/OR EXPENSES INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES AND OTHER COSTS OF LITIGATION, ARISING UNDER, IN CONNECTION WITH OR PERTAINING OR RELATING TO ANY COMMITMENT AGREEMENT) (COLLECTIVELY, “CLAIMS”) ARISING UNDER, IN CONNECTION WITH OR PERTAINING OR RELATING TO THIS AGREEMENT, REGARDLESS OF FAULT, UNLESS ANY SUCH CLAIM OR CLAIMS RESULT(S) FROM THE SOLE UNCURED MATERIAL BREACH OF OWNER OR THE WILLFUL MISCONDUCT OF OWNER ARISING UNDER, IN CONNECTION WITH OR PERTAINING OR RELATING TO THIS AGREEMENT, IN EITHER OF WHICH CASE OWNER’S INDEMNITY OBLIGATION UNDER THIS SECTION 8 OF THIS AGREEMENT SHALL INCREASE FROM OWNER’S SECTION 8 INDEMNIFICATION PERCENTAGE, AS DEFINED ABOVE IN THIS SECTION 8, TO ONE HUNDRED PERCENT (100%) OF ANY SUCH CLAIM OR CLAIMS.

49Indemnifications

Any notice, report, communication, or consent required or permitted by this Supply Agreement must be in writing and must be sent by a Party (a) by prepaid registered or certified mail, return receipt requested, (b) by overnight express delivery service by a nationally recognized courier, or (c) via confirmed facsimile, followed within five (5) days by a copy mailed in the manner described by (a) or (b), addressed to the other Party at the address shown below or at any other address such Party has previously designated by prior written consent to the other. Such notice shall be deemed sufficiently given for all purposes upon the earliest of: (a) the date of actual receipt; (b) if delivered by overnight delivery service, three (3) business days after delivery; or (c) if sent by facsimile, upon electronic confirmation of receipt.

65Notices

The Administrative Agent shall have received evidence of insurance coverage in form, scope, and substance reasonably satisfactory to the Administrative Agent and otherwise in compliance with the terms of Section 5.06 hereof and the Security Agreement.

51Insurances

The Issuer stipulates that the remedies at law of the Holder of this Warrant in the event of any default or threatened default by the Issuer in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate and that, to the fullest extent permitted by law, such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

75Remedies

The Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of the Participant’s personal data as described in this Agreement and any other Restricted Stock grant materials by and among, as applicable, the Participant’s employer or contracting party (the “ Employer ”) and the Company for the exclusive purpose of implementing, administering and managing the Participant’s participation in the Plan. The Participant understands that the Company may hold certain personal information about the Participant, including, but not limited to, the Participant’s name, home address and telephone number, work location and phone number, date of birth, social insurance number or other identification number, salary, nationality, job title, hire date, any shares of stock or directorships held in the Company, details of all awards or any other entitlement to shares awarded, cancelled, exercised, vested, unvested or outstanding in the Participant’s favor, for the purpose of implementing, administering and managing the Plan (“ Personal Data ”).

46General

Tenant acknowledges and agrees that the terms, covenants and conditions of this Lease are confidential, and disclosure thereof could adversely affect the ability of Landlord to negotiate other leases with respect to the Property and may impair Landlord’s relationships with other tenants at the Property. Tenant agrees that Tenant and Tenant’s Agents shall not disclose the terms, covenants and conditions of this Lease to any other person or entity without the prior written consent of Landlord, which may be withheld in Landlord’s sole and absolute discretion, except as required for financial disclosures or securities filings or as otherwise required by law, court order or in connection with any litigation or dispute between the parties. It is understood and agreed that damages alone would be an inadequate remedy for the breach of this provision by Tenant, and Landlord shall also have the right to seek specific performance of this provision and to seek injunctive relief to prevent its breach or continued breach.

20Confidentiality

As of the date hereof, the authorized capital stock of the Company consists of: (i) 1,500,000,000 shares of Common Stock, of which approximately 717,253,398 shares are issued and outstanding; and (ii) 5,000,000 shares of preferred stock, of which 5,000,000 are issued and outstanding. Except as disclosed in the SEC Documents, no shares are reserved for issuance pursuant to the Company’s stock option plans, no shares are reserved for issuance pursuant to securities (other than the Note and any other convertible promissory note issued to the Buyer) exercisable for, or convertible into or exchangeable for shares of Common Stock and 50,000,000 shares are reserved for issuance upon conversion of the Note. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. Except as disclosed in the SEC Documents, as of the effective date of this Agreement, (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of the Note or the Conversion Shares. The Company has filed in its SEC Documents true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto. The Company shall provide the Buyer with a written update of this representation signed by the Company’s Chief Executive on behalf of the Company as of the Closing Date.

16Capitalization

As soon as practicable following the end of each fiscal year, the Company shall prepare and furnish to the Members (i) all information relating to the Company that is necessary for the preparation of the Members' Federal income tax returns for such fiscal year, and (ii) such financial statements as the Manager shall decide to have prepared.

43Financial Statements

In no event shall any draft of this Agreement create any obligation or liability, it being understood that this Agreement shall be effective and binding only when a counterpart hereof has been executed and delivered by each party hereto.  Seller shall have the right to discontinue negotiations and withdraw any draft of this Agreement at any time prior to the full execution and delivery of this Agreement by each party hereto.  Purchaser assumes the risk of all costs and expenses incurred by Purchaser in any negotiations or due diligence investigations undertaken by Purchaser with respect to the Property.

34Effectiveness

The Corporation hereby employs the Executive, and the Executive hereby accepts employment, upon the terms and conditions hereinafter set forth.

35Employment

The Company shall use the net proceeds from the sale of the Securities hereunder to fund development costs of gemcabene, including its planned Phase 2 clinical trial of gemcabene in NASH patients, to fund manufacturing related activities for gemcabene and for general corporate purposes, and shall not use such proceeds for: (a) the satisfaction of any portion of the Company’s debt (other than payment of trade payables in the ordinary course of the Company’s business and prior practices), (b) the redemption of any Common Stock or Common Stock Equivalents or (c) the settlement of any litigation outstanding as of the date hereof.

92Use Of Proceeds

During the Term, the Executive shall be entitled to 30 days of paid time off (vacation and sick leave) each year, as well as Company holidays at levels commensurate with those provided to other executive officers of the Company, in accordance with the Company’s paid time off and holiday policies.

93Vacations

Grantor hereby represents and warrants that it has full power and authority to make and enter into this Deed of Trust and all necessary consents and approvals of any persons, entities, governmental or regulatory authorities and securities exchanges have been obtained to effectuate the validity of this Deed of Trust.

9Authority

Seller is not and is not acting on behalf of (i) an “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended, (ii) a “plan” within the meaning of Section 4975 of the Internal Revenue Code of 1986, as amended, or (iii) an entity deemed to hold “plan assets” within the meaning of 29 C.F.R. §2510.3-101 of any such employee benefit plan or plans.

39Erisa

This Agreement shall be binding upon and inure to the benefit of the Members and their respective heirs, legal representatives, successors and permitted assigns.

13Binding Effects

In the event of the death of the Grantee during the Restriction Period, the Company shall issue Grantee one share of Common Stock free and clear of any restrictions for each Vested RSU within thirty (30) days of the date of Grantee’s death.

27Death

CAWV shall pay all expenses related to providing Class Members with notice of the Settlement Agreement, including without limitation the compilation of address lists for Class Members, printing and mailing the Class Notice, publishing the Summary Notice, address searches for Class Member for whom notices are returned as undeliverable, and responding to Class Member inquiries.

41Expenses

The parties will cooperate with each other in good faith in connection with (i) the provision of all information required by Bearing to complete its due diligence review; (ii) the provision of all information required by Li3 to complete its due diligence review; (iii) the preparation and negotiation of the Definitive Agreement and all related documents; and (iv) obtaining all necessary consents and approvals and in complying with all regulatory requirements, including, without limitation, applicable corporate and securities laws.

24Cooperation

Participant shall receive a payment with respect to the Exercised SARs in an amount determined by (i) subtracting the Exercise Price per SAR from the Fair Market Value of a Share of Common Stock as of the Exercise Date, and (ii) multiplying that amount by the number of SARs exercised. The amount will be paid in a form permitted under the applicable Award Agreement and the terms of the Plan.

68Payments

The Administrative Agent shall have received a Notice of Borrowing or Letter of Credit Application, as applicable, from Borrower in accordance with Section 2.3(a) or Section 3.2 , as applicable.

65Notices

This Restricted Stock Unit Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, without regard to the principles of conflicts of law thereof. Notwithstanding anything contained in this Restricted Stock Unit Agreement, the Grant Notice or the Plan to the contrary, if any suit or claim is instituted by the Participant or the Company relating to this Restricted Stock Unit Agreement, the Grant Notice or the Plan, the Participant hereby submits to the exclusive jurisdiction of and venue in the courts of Massachusetts.

47Governing Laws

All appointments of any agent, broker, producer or other intermediary with respect to the Company shall have been terminated with respect to the Company and no new appointments shall have been made with respect to the Company.

15Brokers

Each of the Parties agrees that it shall bring any action or proceeding in respect of any claim arising under or relating to this Agreement or the transactions contemplated by this Agreement exclusively in the Court of Chancery of the State of Delaware (or if such court declines to accept jurisdiction over a particular matter, any Federal court located within the State of Delaware) (the “ Chosen Courts ”) and, solely in connection with such claims, (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to the laying of venue in any such action or proceeding in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any Party and (d) agrees that mailing of process or other papers in connection with any such action or proceeding in the manner provided in Section 10.4 or in such other manner as may be permitted by Law shall be valid and sufficient service thereof.  The consent to jurisdiction set forth in this Section 10.6 shall not constitute a general consent to service of process in the State of Delaware and shall have no effect for any purpose except as provided in this Section 10.6 .  The Parties agree that a final judgment in any such suit, action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

82Submission To Jurisdiction

AS A SPECIFICALLY BARGAINED FOR INDUCEMENT FOR EACH OF THE PARTIES HERETO TO ENTER INTO THIS AGREEMENT (AFTER HAVING THE OPPORTUNITY TO CONSULT WITH COUNSEL), EACH PARTY HERETO EXPRESSLY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THIS AGREEMENT OR THE MATTERS CONTEMPLATED HEREBY .

96Waiver Of Jury Trials

This Second Amendment to Fifth Amendment and Waiver may be executed in any number of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, shall be deemed to be an original, and all of which, when taken together, shall constitute but one and the same Waiver. Delivery of an executed counterpart of this Second Amendment to Fifth Amendment and Waiver by telefacsimile or other electronic method of transmission shall be equally as effective as delivery of an original executed counterpart of this Second Amendment to Fifth Amendment and Waiver. Any party delivering an executed counterpart of this Second Amendment to Fifth Amendment and Waiver by telefacsimile or other electronic method of transmission also shall deliver an original executed counterpart of this Second Amendment to Fifth Amendment and Waiver, but the failure to deliver an original executed counterpart shall not affect the validity, enforceability, and binding effect of this Second Amendment to Fifth Amendment and Waiver.

26Counterparts

Each Borrower is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of its organization as set forth on Schedule I and is qualified to do business in and is in good standing under the laws of each state where a Facility owned by the applicable Borrower is located.  Each Operator is a limited liability company duly organized, validly existing, and in good standing under the laws of the State of its organization as set forth on Schedule I and is qualified to do business in and is in good standing under the laws of each state where a Facility operated by the applicable Operator is located.  GEN is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.

66Organizations

THE PROVISIONS OF THIS SECTION 8 SHALL SURVIVE THE CLOSING OR EARLIER TERMINATION OF THIS CONTRACT.

85Survival

No report, financial statement, certificate or other information furnished (whether in writing or orally) by or on behalf of the Borrower to SMBC in connection with the transactions contemplated hereby and the negotiation of this Agreement or delivered hereunder (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that , with respect to projected financial information, the Borrower represents only that such information was prepared in good faith by the management of the Borrower on the basis of assumptions believed by such management to be reasonable as of the time made.

31Disclosures

On the Closing Date, effective to the fullest extent possible at 11:59 p.m. Eastern Time, subject to the other terms and conditions of this Agreement, Seller shall sell, transfer, assign and convey to Buyer, and Buyer shall purchase, all right, title and interest in and to all of the Specified Assets free and clear of any Encumbrances.

77Sales

The Company and Roth may from time to time supplement or amend this Purchase Warrant without the approval of any of the Holders in order to cure any ambiguity, to correct or supplement any provision contained herein that may be defective or inconsistent with any other provisions herein, or to make any other provisions in regard to matters or questions arising hereunder that the Company and Roth may deem necessary or desirable and that the Company and Roth deem shall not adversely affect the interest of the Holders. All other modifications or amendments shall require the written consent of and be signed by the party against whom enforcement of the modification or amendment is sought.

2Amendments

This Mortgage cannot be changed, modified or amended except by an agreement in writing, signed by the party against whom enforcement of the change is sought and in recordable form.

2Amendments

Any Financial Institution may, in the ordinary course of its business at any time sell to one or more Persons (each a “ Participant ”) participating interests in its Pro Rata Share of the Purchaser Interests of the Financial Institutions in such Financial Institution’s Purchaser Group or any other interest of such Financial Institution hereunder.  Notwithstanding any such sale by a Financial Institution of a participating interest to a Participant, such Financial Institution’s rights and obligations under this Agreement shall remain unchanged, such Financial Institution shall remain solely responsible for the performance of its obligations hereunder, and Seller, each Company and the Agent shall continue to deal solely and directly with such Financial Institution in connection with such Financial Institution’s rights and obligations under this Agreement.  Each Financial Institution agrees that any agreement between such Financial Institution and any such Participant in respect of such participating interest shall not restrict such Financial Institution’s right to agree to any amendment, supplement, waiver or modification to this Agreement, except for any amendment, supplement, waiver or modification described in Section 13.1(b)(i) .

67Participations

The Credit Agreement is, effective as of the Amendment No. 1 Effective Date (as defined below), hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text ) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text ) as set forth in the pages of the Credit Agreement attached as Exhibit A hereto (the “ Amended Credit Agreement ”).

2Amendments

All capitalized terms used herein shall have the same meaning as defined in the Lease, unless otherwise defined in this Fifteenth Amendment.

29Definitions

This Plan shall terminate on December 31, 2026. Termination of this Plan shall not affect any outstanding Options and such outstanding Options shall continue to be subject to the terms of this Plan.

88Terminations

The Company may satisfy any tax withholding obligations, if applicable, by reducing the number of Shares to be delivered in an amount sufficient to satisfy any such applicable withholding obligations.

87Taxes

(a) file, prior to delinquency, all federal income, payroll and unemployment and other material tax returns which it is required to file; (b) pay, or provide for the payment, when due, of all income and franchise taxes, payroll taxes, value added taxes, assessments and other governmental charges against it or upon its property, income and franchises; (c) make all required withholding and other tax deposits, and establish adequate reserves in accordance with GAAP for the payment of all such items; and (d) provide to Agent, upon its request, satisfactory evidence of its timely compliance with the foregoing; provided , however , so long as the Borrower Representative has notified Agent in writing, no Loan Party need pay any such amount referred to in clause (b) above to the extent such amounts are being Properly Contested.

87Taxes

Any damages, settlements or other monetary awards recovered in any such action shall first be applied to reimburse each Party’s costs and expenses in connection therewith.  Any such recovery in excess of such costs and expenses shall be retained by the enforcing Party; provided, that if Licensee is the enforcing Party, then such recovery shall be deemed Net Sales and subject to Royalty payments to TESARO under Section 3.3.

41Expenses

As an additional consideration for the extension of credit, Company and each endorser, surety, guarantor, and any other person who may become liable for all or any part of this obligation understand and agree that the loan evidenced by this Series B Note is made in the State of Colorado and the provisions hereof will be construed in accordance with the laws of the State of Colorado.

47Governing Laws

The Board may amend or terminate the Plan at any time; provided, however, that the Board shall not amend the Plan without shareholder approval if such approval is required in order to comply with the Code or other applicable law, or to comply with applicable stock exchange requirements.

2Amendments

Executive Retirement/Retention Awards granted to the Executive shall be payable to the Executive according to the terms of the Plan and the additional terms of this Section 3.1.  Unless otherwise provided in this section, the Executive shall become 50% vested in his Executive Retirement/Retention Award balance on the date he becomes Chief Executive Officer of the Company, and fully vested in the remaining 50% of his Executive Retirement/Retention Award balance upon his 65 th birthday, in each case provided he remains in continuous Service through such date.

95Vesting

Each of the Parties to this Agreement shall use such Party's commercially reasonable efforts to take such actions as may be necessary or reasonably requested by the other Parties to this Agreement to carry out and consummate the transactions contemplated by this Agreement by the Closing Date or extension thereof.

45Further Assurances

(l) Each Borrower will pay a fee (i) in respect of Letters of Credit denominated in any currency (other than Canadian Dollars), in Dollars on the Dollar Equivalent of all such outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to Eurodollar Loans under the Revolving Facility and (ii) in respect of Letters of Credit denominated in Canadian Dollars, in Canadian Dollars on the amount of such outstanding Letters of Credit issued for its account at a per annum rate equal to the Applicable Margin then in effect with respect to CDOR Loans under the Revolving Facility, in each case shared ratably among the Revolving Lenders and payable quarterly in arrears on each Fee Payment Date after the issuance date. In addition, each Borrower shall pay to the Issuing Lender for its own account a fronting fee of 0.125% per annum (i) in respect of Letters of Credit denominated in any currency (other than Canadian Dollars), in Dollars on the undrawn and unexpired Dollar Equivalent amount of each such Letter of Credit issued for its account and (ii) in respect of Letters of Credit denominated in any currency, in Canadian Dollars on the undrawn and unexpired amount of each such Letter of Credit, payable quarterly in arrears on each Fee Payment Date after the issuance date.

42Fees

Subject to Section 4(d) and 8(e) of the Plan, if the Committee determines that any recapitalization, forward or reverse split, reorganization, merger, consolidation, spin-off, combination, repurchase, exchange of stock, stock or cash dividend, other distribution, liquidation, dissolution or other similar corporate transaction or event affects the Stock such that an adjustment is appropriate in order to prevent dilution or enlargement of the rights of Participants, then the Committee shall, in such manner as it may deem equitable, adjust any or all of the certain specified terms of any Award Agreement. These adjustments may include, among other adjustments, adjustments to the number and kind of shares of stock relating to an Award Agreement (or, if deemed appropriate, the Committee may make provisions for a cash payment with respect to an Award Agreement). In addition, the Committee is authorized to make adjustments in the terms and conditions of, and the criteria of any grant or award under, the Plan (including, without limitation, cancellation of outstanding awards or substitution of awards using stock of a successor or other entity) in recognition of unusual or nonrecurring events (including, among other matters, events constituting a Change in Control) affecting the Company or any subsidiary of the Company or the financial statements of the Company or any of its subsidiaries, or in response to changes in applicable laws, regulations or accounting principles.

0Adjustments

This Agreement shall be governed, interpreted and construed in accordance with the internal laws of the State of New York, without regard to any conflict of law provision thereof that would require the application of the laws of any other jurisdiction. Each of the parties hereto, to the extent permitted by law, knowingly, intentionally and voluntarily (i) submits to personal jurisdiction in the State of New York over any suit, action or proceeding by any person arising from or relating to this Agreement, (ii) agrees that any such action, suit or proceeding may be brought in any state or federal court of competent jurisdiction sitting in the State of New York, (iii) submits to the jurisdiction of such courts, (iv) to the fullest extent permitted by law, agrees that it will not bring any action, suit or proceeding in any other forum other than in the State of New York, and (v) agrees that the State of New York is the proper venue for any suit, action or proceeding by any person arising from or relating to the Agreement.

47Governing Laws

The Board may from time to time amend, suspend or terminate the Plan. No Options may be granted under the Plan while the Plan is suspended or after it is terminated.

2Amendments

The Administrator in its discretion may change and otherwise revise the terms of Awards granted under this Section 11, including, without limitation, the number of Shares and exercise prices thereof, for Awards granted on or after the date the Administrator determines to make any such change or revision.

0Adjustments

Parent has no Subsidiaries other than those specifically disclosed in Part (a) of Schedule 6.13 , and all of the outstanding Equity Interests in such Subsidiaries have been validly issued, are fully paid and nonassessable and are owned by the applicable member of the Consolidated Group in the amounts specified on Part (a) of Schedule 6.13 free and clear of all Liens. Parent has no direct or indirect equity investments in any other corporation or entity other than those specifically disclosed in Part (b) of Schedule 6.13 .

83Subsidiaries

The Borrower has disclosed to the Lenders all agreements, instruments and corporate or other restrictions to which it or any Subsidiary is subject, and all other matters known to it, that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Effect. Neither the Information Memorandum nor any of the other reports, financial statements, certificates or other information (whether in writing or orally) furnished by or on behalf of any Loan Party to the Administrative Agent or any Lender pursuant to or in connection with the Loan Documents (as modified or supplemented by other information so furnished) contains any material misstatement of fact or omits to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading; provided that, with respect to projected financial information, the Borrower represents only that such information was prepared in good faith based upon assumptions believed to be reasonable at the time.

31Disclosures

The Credit Agreement, as amended by this Amendment, constitutes the legal, valid and binding obligation of the Borrower enforceable in accordance with its terms, subject to applicable Debtor Relief Laws or other laws affecting creditors’ rights generally and subject to general principles of equity, regardless of whether considered in a proceeding in equity or at law.

36Enforceability

THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND ANY CLAIMS, CONTROVERSY, DISPUTE OR CAUSE OF ACTION (WHETHER IN CONTRACT OR TORT OR OTHERWISE) BASED UPON, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER LOAN DOCUMENT (EXCEPT, AS TO ANY OTHER LOAN DOCUMENT, AS EXPRESSLY SET FORTH THEREIN) AND THE TRANSACTIONS CONTEMPLATED HEREBY AND THEREBY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAW OF THE STATE OF TEXAS; PROVIDED THAT THE ADMINISTRATIVE AGENT, EACH LENDER AND EACH LOAN PARTY SHALL RETAIN ALL RIGHTS UNDER FEDERAL LAW.

47Governing Laws

To the extent permitted by applicable law, the Company shall indemnify and hold harmless the members of the Committee from and against any and all liabilities, costs and expenses incurred by such persons as a result of any act, or omission to act, in connection with the performance of such person’s duties, responsibilities and obligations under the Plan, other than such liabilities, costs and expenses as may result from the gross negligence, willful misconduct, and/or criminal acts of such persons.

49Indemnifications

All representations and warranties made by or on behalf of the Borrower and the other Loan Parties, or any of them, to the Administrative Agent or any of the Lenders shall be true, accurate and complete in all material respects and shall not omit any material fact necessary to make the same not materially misleading.

76Representations

Neither this Agreement nor any term or provision hereof may be amended, modified, waived or supplemented orally, but only by a written instrument executed by the parties hereto.

2Amendments

The representations and warranties of the respective parties shall survive the Closing and the consummation of the transactions contemplated hereby.

85Survival

Except for tenant eviction, rent collection and/or other tenant matters and/or any matter covered by Steadfast’s current insurance policies, or as otherwise described on Schedule 9.1.9 hereto, there is no action, litigation, arbitration, mediation, reference, suit or proceeding pending or, to Steadfast’s knowledge, threatened in writing against Steadfast, any Property or any Property Owner in any court or before or by any federal, state, county or municipal department, commission, board, bureau or agency or other governmental instrumentality, that could reasonably be expected to adversely affect the use, value, operations or ownership of any of the Properties or Steadfast’s ability to consummate the transaction contemplated herein.

58Litigations

The Guaranteed Parties agree that this Guaranty may be enforced only by the Administrative Agent, acting upon the instructions or with the consent of the Required Lenders as provided for in the Credit Agreement, and that no Guaranteed Party shall have any right individually to enforce or seek to enforce this Guaranty or to realize upon any Collateral or other security given to secure the payment and performance of the Guarantor’s obligations hereunder. The obligations of the Guarantor hereunder are independent of the Guaranteed Obligations, and a separate action or actions may be brought against the Guarantor whether or not action is brought against any other Credit Party and whether or not any other Credit Party is joined in any such action.

37Enforcements

Executive has previously entered into the Company’s standard form of Indemnification Agreement, attached hereto as Exhibit B, providing indemnification to Executive to the maximum extent permitted by law, and in accordance therewith, the Company has agreed to advance any expenses for which indemnification is available to the extent allowed by applicable law.

49Indemnifications

Upon a Change in Control, the Grantee is entitled to receive payment for the Vested portion of the Award in cash within 30 days of the date of the Change in Control.

17Change In Control

This Agreement shall be construed in accordance and consistent with, and subject to, the provisions of the Plan (the provisions of which are incorporated herein by reference) and, except as otherwise expressly set forth herein, the capitalized terms used in this Agreement shall have the same definitions as set forth in the Plan.

23Construction

This Agreement and the other Loan Documents and any claims, controversy, dispute or cause of action (whether in contract or tort or otherwise) based upon, arising out of or relating to this Agreement or any other Loan Document (except, as to any other Loan Document, as expressly set forth therein) and the transactions contemplated hereby and thereby shall be governed by, and construed in accordance with, the law of the State of Colorado without regard to conflicts of law principles that require or permit application of the laws of any other state or jurisdiction.

47Governing Laws

All questions concerning the construction, validity, enforcement and interpretation of the Transaction Documents shall be governed by and construed and enforced in accordance with the internal laws of the State of New York, without regard to the principles of conflicts of law thereof.  Each party agrees that all legal proceedings concerning the interpretations, enforcement and defense of the transactions contemplated by this Agreement and any other Transaction Documents (whether brought against a party hereto or its respective affiliates, directors, officers, shareholders, partners, members, employees or agents) shall be commenced exclusively in the state and federal courts sitting in the City of New York.  Each party hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the City of New York, Borough of Manhattan for the adjudication of any dispute hereunder or in connection herewith or with any transaction contemplated hereby or discussed herein (including with respect to the enforcement of any of the Transaction Documents), and hereby irrevocably waives, and agrees not to assert in any suit, action or proceeding, any claim that it is not personally subject to the jurisdiction of any such court, that such suit, action or proceeding is improper or is an inconvenient venue for such proceeding.  Each party hereby irrevocably waives personal service of process and consents to process being served in any such suit, action or proceeding by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.   If either party shall commence an action, suit or proceeding to enforce any provisions of the Transaction Documents, then, in addition to the obligations of the Company under Section 4.9, the prevailing party in such action, suit or proceeding shall be reimbursed by the other party for its reasonable attorneys’ fees and other costs and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

47Governing Laws

This Amendment will become effective upon the date on which the Agent has received (a) a counterpart hereof duly executed by each of the Investors (as defined in each of the Initial Purchase Agreement and the Additional Purchase Agreement), (b) a copy of the Agent Fee Letter duly executed by each of the parties thereto, (c) a copy of the Additional Purchase Agreement duly executed by each of the parties thereto, and (d) payment from the Company of (i) all fees required to be paid on or prior to the effective date of this Amendment pursuant to the Agent Fee Letter and (ii) all reasonable third-party fees and expenses incurred by the Agent in connection with this Amendment and the transactions contemplated hereby, including, without limitation, attorneys’ fees and expenses.

34Effectiveness

You acknowledge that the restrictions contained in this Agreement, including but not limited to those contained in Sections 6 and 7, are fair, reasonable and necessary for the protection of the legitimate business interests of the Company, and that the Company will suffer irreparable harm in the event of any actual or threatened breach by you. You therefore consent to the entry of a restraining order, preliminary injunction, or other court order to enforce this Agreement and expressly waive any security that might otherwise be required in connection with such relief. You also agree that any request for such relief by the Company shall be in addition to and without prejudice to any claim or monetary damages which the Company might elect to assert.

22Consents

Borrower shall keep and maintain, or cause to be kept and maintained, all Intellectual Property relating to the use or operation of the Property and, except as set forth on Schedule VI , all Intellectual Property shall be held by and (if applicable) registered in the name of Borrower. Borrower shall not Transfer or let lapse any Intellectual Property without Lender’s prior consent.

53Intellectual Property

This Assignment shall be governed by the laws of the State of New York.

47Governing Laws

This Agreement (together with any other documents and instruments referred to herein) constitutes the entire agreement, and supersedes all other prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof.

38Entire Agreements

Such Investor understands that the Securities are being offered and sold in reliance on a transactional exemption from the registration requirements of federal and state securities laws and the Company is relying upon the truth and accuracy of the representations, warranties, agreements, acknowledgments and understandings of such Investor set forth herein in order to determine the applicability of such exemptions and the suitability of such Investor to acquire the Securities.

46General

The Company shall not, and shall use its reasonable efforts to ensure that no Affiliate of the Company shall, sell, offer for sale or solicit offers to buy or otherwise negotiate in respect of any security (as defined in Section 2 of the Securities Act) that will be integrated with the offer or sale of the Securities in a manner that would require the registration under the Securities Act of the sale of the Securities to the Purchasers, or that will be integrated with the offer or sale of the Securities for purposes of the rules and regulations of any Trading Market such that it would require stockholder approval prior to the closing of such other transaction unless stockholder approval is obtained before the closing of such subsequent transaction.

52Integration

The Company and the Subsidiaries have, or have rights to use, all patents, patent applications, trademarks, trademark applications, service marks, trade names, trade secrets, inventions, copyrights, licenses and other intellectual property rights and similar rights necessary or required for use in connection with their respective businesses as described in the SEC Reports and which the failure to so have could have a Material Adverse Effect (collectively, the “ Intellectual Property Rights ”).  None of, and neither the Company nor any Subsidiary has received a notice (written or otherwise) that any of, the Intellectual Property Rights has expired, terminated or been abandoned, or is expected to expire or terminate or be abandoned, within two (2) years from the date of this Agreement.  Neither the Company nor any Subsidiary has received, since the date of the latest audited financial statements included within the SEC Reports, a written notice of a claim or otherwise has any knowledge that the Intellectual Property Rights violate or infringe upon the rights of any Person, except as could not have or reasonably be expected to not have a Material Adverse Effect.  To the knowledge of the Company, all such Intellectual Property Rights are enforceable and there is no existing infringement by another Person of any of the Intellectual Property Rights.  The Company and its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of all of their intellectual properties, except where failure to do so could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Company has no knowledge of any facts that would preclude it from having valid license rights or clear title to the Intellectual Property Rights.  The Company has no knowledge that it lacks or will be unable to obtain any rights or licenses to use all Intellectual Property Rights that are necessary to conduct its business.

53Intellectual Property

In accordance with the terms of his/her Employment Agreement, Employee understands and agrees that as a condition of receiving the Severance Package in paragraph 1, all Company property must be returned to Company.  By signing this Agreement, Employee represents and warrants that Employee has returned to Company, all Company property, data and information belonging to Company and agrees that Employee will not use or disclose to others any confidential or proprietary information of Company or the Released Parties.  In addition, Employee agrees to keep the terms of this Agreement confidential between Employee and Company, except that Employee may tell Employee’s immediate family and attorney or accountant, if any, as needed, but in no event should Employee discuss this Agreement or its terms with any current or prospective employee of Company.

20Confidentiality

Each Noteholder hereby designates and appoints the Agent under this Agreement and the other Note Purchase Documents and each Noteholder hereby irrevocably authorizes the Agent, as applicable, to take such action on its behalf under the provisions of this Agreement and each other Note Purchase Document and to exercise such powers and perform such duties as are expressly delegated to it by the terms of this Agreement or any other Note Purchase Document, together with such powers as are reasonably incidental thereto. Each Noteholder hereby irrevocably appoints and constitutes the Agent its true and lawful attorney, with full power of substitution, for the purposes of carrying out any of the terms hereof, collecting or enforcing any of the Note Indebtedness and exercising any of the rights and remedies of the Noteholders hereunder and under the other Note Purchase Documents, including, without limitation, for the purposes of signing and/or recording any documents necessary to perfect, set-up, register, maintain, release, grant discharges, amend, extend, modify, replace, restate, or discharge the Collateral or any of the Note Purchase Documents and instituting any actions or proceedings. The Agent shall not be liable to Noteholders for any acts or omissions or errors of judgment or mistakes of fact or law in its exercise of the foregoing power, except resulting from its gross negligence or willful misconduct as determined by a court of competent jurisdiction on a final and non-appealable basis. The Agent agrees to act as such on the express conditions contained in this Section. The provisions of this Section 7.1, are solely for the benefit of the Agent and the Noteholders, and no Obligor shall have any rights as a third party beneficiary of any of the provisions contained herein, but may rely on the determinations made under this Section. Notwithstanding any provision to the contrary contained elsewhere in this Agreement or in any other Note Purchase Document, the Agent shall not have any duties or responsibilities, except those expressly set forth herein, nor shall the Agent have or be deemed to have any fiduciary relationship with any Noteholder, and no implied covenants, functions, responsibilities, duties, obligations or liabilities shall be read into this Agreement or any other Note Purchase Document or otherwise exist against the Agent. Without limiting the generality of the foregoing sentence, the use of the term “agent” in this Agreement with reference to the Agent is not intended to connote any fiduciary or other implied (or express) obligations arising under agency doctrine of any applicable law. Instead, such term is used merely as a matter of market custom, and is intended to create or reflect only an administrative relationship between independent contracting parties. Except as expressly otherwise provided in this Agreement, the Agent shall have and may use its sole discretion with respect to exercising or refraining from exercising any discretionary rights or taking or refraining from taking any actions which the Agent is expressly entitled to take or assert under this Agreement and the other Note Purchase Documents.

10Authorizations

This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and may be amended only by a writing executed by both parties hereto. Neither the Company nor Holder has relied on any representations not contained or referred to in this Agreement and the Offering Summary delivered herewith.

38Entire Agreements

The Administrative Agent, each Funding Agent, the Lenders and the Collateral Agent shall have received payment of all fees and other amounts due and payable to any of them on or before the Restatement Effective Date.

42Fees

Sections 14.04 , 14.07 , 14.08 and 14.11 of the Credit Agreement are incorporated herein by reference and are made a part hereof and are applicable to this Waiver as if fully set forth herein, mutatis mutandis.

59Miscellaneous

Awards may be granted only to Eligible Participants. Incentive Stock Options may be granted only to Eligible Participants who are employees of the Company or a Parent or Subsidiary as defined in Section 424(e) and (f) of the Code. Eligible Participants who are service providers to an Affiliate may be granted Options under this Plan only if the Affiliate qualifies as an “eligible issuer of service recipient stock” within the meaning of Treas. Reg. Section 1.409A-1(b)(5)(iii)(E).

46General

All capitalized terms not otherwise defined herein are used herein with the respective definitions given them in the Credit Agreement, as amended by this Amendment.

29Definitions

Subject to the terms and provisions of the Credit Agreement, as of the date hereof, the terms, conditions, covenants, agreements, representations and warranties set forth in the Existing Guaranty and the Existing Security Agreements are hereby replaced and superseded in their entirety by the terms, conditions, covenants, agreements, representations and warranties set forth in this Agreement. The amendment and restatement contained herein shall not, in any manner, be construed to constitute payment of, or impair, limit, cancel or extinguish, or constitute a novation in respect of, the indebtedness and other obligations and liabilities of any Grantor evidenced by or arising under or in connection with the Existing Guaranty or the Existing Security Agreements and the liens and security interests of the Existing Security Agreements securing such indebtedness and other obligations and liabilities, which shall not in any manner be impaired, limited, terminated, waived or released.

2Amendments

This Agreement will be binding upon and inure to the benefit of the heirs, executors, administrators, and successors of First Data and you.

13Binding Effects

This Agreement may be executed in one or more counterparts (one counterpart reflecting the signatures of all parties), each of which shall be deemed to be an original, and it shall not be necessary in making proof of this Amendment or its terms to account for more than one of such counterparts. This Agreement may be executed by each party upon a separate copy, and one or more execution pages may be detached from a copy of this Agreement and attached to another copy in order to form one or more counterparts.

26Counterparts

During the Term, the Company shall employ Executive, and Executive shall serve as Executive Vice President of Land & Business Development of the Company, with such duties and responsibilities that are customary in that position for public companies. Executive’s principal place of employment shall be at the main business offices of Company.

69Positions

Siers shall receive an annual base salary of $290,000 payable in accordance with the Company’s normal payroll practice. The annual base salary amount shall be reviewed annually by the Company and can be adjusted upward or downward by the Company from time to time but shall not be reduced below $290,000 per annum.

11Base Salary

The Secured Party is authorized to file a UCC-1 Financing Statement with the Secretary of State of the State of Nevada, with respect to the Debtor, and, with respect to the other Obligors, with the Secretaries of State or other applicable offices in the jurisdictions where the other Obligors, as indicated on Schedule 1, are organized, evidencing its security interest in the Collateral.  Obligors also authorize the filing by the Secured Party of such other UCC financing statements, continuation financing statements, fixture filings, security agreements, mortgages, deeds of trust, chattel mortgages, assignments, motor vehicle lien acknowledgments and other documents as the Secured Party may reasonably require in order to perfect, maintain, protect or enforce its security interest in the Collateral or any portion thereof and in order to fully consummate all of the transactions contemplated under this Agreement.  Subject to the foregoing, if so requested by the Secured Party at any time hereafter, each Obligor shall promptly execute and deliver to the Secured Party such fixture filings, security agreements, mortgages, deeds of trust, chattel mortgages, assignments, motor vehicle lien acknowledgments and other documents as the Secured Party may reasonably require from such Obligor in order to perfect, maintain, protect or enforce its rights under this Agreement.  Obligors shall promptly deliver to the Secured Party all certificates and instruments constituting the Pledged Equity in suitable form for transfer by delivery and accompanied by duly executed instruments of transfer or assignment in blank.  Each Obligor hereby irrevocably makes, constitutes and appoints the Secured Party as such Obligor’s true and lawful attorney with power, upon Obligor’s failure or refusal to promptly comply with its obligations in this Section 4(a), to sign the name of Obligor on any of the above-described documents or on any other similar documents which need to be executed, recorded or filed in order to perfect, maintain, protect or enforce the Secured Party’s security interest in the Collateral.

46General

You hereby understand, acknowledge and agree that the Company’s agreement to pay you the Retention Payment in Section 3 of this Agreement is in full and complete satisfaction and settlement of your assertion that the Relocation would enable you to terminate your employment with the Company for Good Reason pursuant to the SPA or your prior Separation Pay Agreement dated as of January 1, 2014 between you and Wright Medical Technology, Inc. (the “ Old SPA ”) and receive severance payments and benefits thereunder. You hereby understand, acknowledge and agree that by executing this Agreement, you hereby waive any and all right to assert that the Relocation would enable you to terminate your employment with the Company for Good Reason pursuant to the SPA or Old SPA and receive severance payments and benefits thereunder. In addition, you hereby understand, acknowledge and agree that by executing this Agreement, you hereby waive any and all rights to terminate your employment with the Company for Good Reason pursuant to the SPA or Old SPA with respect to any inactions or actions taken by the Company up to and including the date of this Agreement. Notwithstanding any of the foregoing, nothing in this Agreement shall be deemed to be an admission by the Company that, but for this Agreement, you would have been eligible to receive a Post-Change in Control Severance Payment or any other payment or benefit under the Old SPA or SPA.

12Benefits

The Company shall have received from each holder of the Initial Notes the duly executed Consent of Holders of Senior Secured Notes amending certain terms and conditions of the Initial Notes and addressing the other matters provided for therein, in substantially the form attached hereto as Exhibit C .

22Consents

This Agreement may be executed in one or more counterparts, and delivered by facsimile and each counterpart when so delivered will be deemed to be an original copy of this Agreement, all of which, when taken together, will be deemed to constitute one and the same agreement. Any party hereto delivering this Agreement by facsimile undertakes to deliver, within a reasonable time, an executed original.

26Counterparts

You and the Company mutually agree that your employment with the Company will end on December 31, 2017 (the “ End Date” ), or such earlier date pursuant to Section 8 (such actual period of employment, the “ Employment Term ”).  During the Employment Term, you shall continue to serve as the Company’s Executive Vice President, Chief Legal Officer and Administrative Officer (collectively, your “ Title ”) and, except as provided in this Letter Agreement, you will continue to receive and maintain the same salary, office, support staff and other benefits of employment as are currently in effect (the “ Benefits ”).  The Company may appoint a new General Counsel at any time during the Employment Term; provided that such appointment shall have no effect on your Title or Benefits.

89Terms

Borrower has good record and marketable title in fee simple to, or valid leasehold interests in, all material real property, and good title to or rights to use material personal property, necessary or used in the ordinary conduct of its business, except for such defects as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

57Liens

During the Transition Period, you will remain employed by the Company as an advisor to, and will perform transition related duties as directed by, the CEO. At all times, both during the Transition Period and after (to the extent terms survive the termination of your employment), you must continue to comply with all of the Company’s policies and procedures and with all of your statutory and contractual obligations to the Company (including, without limitation, your obligations under your Employee Confidentiality and Inventions Assignment Agreement).

32Duties

After Closing, each party shall from time to time, at the request of and without further cost or expense to the other, execute and deliver such other instruments of conveyance and assumption and take such other actions as may reasonably be requested in order to more effectively consummate the transactions contemplated hereby.

45Further Assurances

By accepting the PRSUs, you agree that, immediately upon vesting of the PRSUs, you will notify your employer of the amount of any gain realized. If you fail to advise your employer of the gain realized upon vesting, you may be liable for a fine. You will be solely responsible for paying any difference between the actual tax liability and the amount withheld by your employer.

87Taxes

Except as otherwise provided in this Section 2, one-twenty-fourth (1/24) of the Restricted Stock Units shall become vested, if at all, on each of the last days of each of the twenty-four (24) months following the Grant Date (each, a “ Vesting Date ”), so long as the Employee is continuing to be employed by, or providing services as a Director to, the Company and its Affiliates on such Vesting Date. Vested Restricted Stock Units shall be settled as provided in Section 3 of this Agreement. For purposes of this Agreement, references in this Agreement and in the Plan to “employment” and/or “service” shall include employment as an employee of the Company and service to the Company as a Director of the Company.

95Vesting