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Taxes

Save and except as noted in the PR Disclosure Schedule PR has duly paid all governmental fees and taxes which it has become liable to pay and has duly allowed for all taxes reasonably foreseeable and is under no liability to pay any penalty or interest in connection with any claim for governmental fees or taxes and PR has made any and all proper declarations and returns for tax purposes and all information contained in such declarations and returns is true and complete.

Authorizations

Each Lender hereby appoints and authorizes its related Managing Agent and the Administrative Agent to take such action as agent on its behalf and to exercise such powers under this Agreement as are delegated to such Managing Agent or the Administrative Agent by the terms hereof, together with such powers as are reasonably incidental thereto. The provisions of this Article IX are solely for the benefit of the Managing Agents, the Administrative Agent and the Lenders. The Borrower shall not have any rights as a third-party beneficiary or otherwise under any of the provisions hereof. In performing their functions and duties hereunder, the Managing Agents shall act solely as the agent for the respective Conduit Lenders and the Committed Lenders in the related Lender Group and do not assume nor shall be deemed to have assumed any obligation or relationship of trust or agency with or for the other Lenders, the Borrower, the Servicer, the Seller, any Affiliate thereof or any of their respective successors and assigns.

Governing Laws

THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

Governing Laws

This is a Massachusetts contract and shall be construed under and be governed in all respects by the laws of the Commonwealth of Massachusetts, without giving effect to the conflict of laws principles of such Commonwealth.  With respect to any disputes concerning federal law, such disputes shall be determined in accordance with the law as it would be interpreted and applied by the United States Court of Appeals for the First Circuit.

Use Of Proceeds

The proceeds of Loans shall be used to (i) finance a portion of the consideration payable in connection with Property Acquisitions, (ii) refinance in full the Existing Indebtedness, (iii) general working capital requirements of Borrower and for other legitimate corporate purposes approved by Hale in its reasonable discretion, and (iv) in each case, to pay fees and expenses incurred in connection therewith or herewith.

Severability

If any term, provision, or condition, or any part thereof, of this Agreement shall for any reason be found or held invalid or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of such term, provision, or condition nor any other term, provision, or condition, and this shall survive and be construed as if such invalid or unenforceable term, provision, or condition had not been contained therein.

Governing Laws

The substantive laws of the State of Washington shall apply to govern the construction of the Loan Documents and the rights and remedies of the parties except where the location of the Collateral for the Loan may require the application of the laws of another state or where federal laws, including the Farm Credit Act of 1971, as amended, may be applicable.

Payments

So long as any of the Senior Indebtedness remains outstanding or the Lender has the obligation to make advances or other financial accommodations to or for the benefit of the Loan Parties, the Manager shall not, without the prior written consent of the Lender, demand, receive or accept any payment from the Loan Parties in respect of the Subordinated Obligations, except that, so long as no Default or Event of Default has occurred and is continuing under the Loan Agreement, the Manager may accept payments of management fees (up to a maximum of $250,000 in the aggregate in any one calendar year), but only to the extent that such payments are not prohibited under, or would not cause or result in the default of any financial covenants set forth in, the Loan Agreement.

Survival

The foregoing representations and warranties of the Subscriber shall survive the Closing Date for a period of two years.

Litigations

There is no claim, dispute. action, suit, proceeding or investigation pending or, to the knowledge of the Company, threatened, against or affecting the business of the Company. or challenging the validity or propriety of the transactions contemplated by this Agreement, at law or in equity or admiralty or before any federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, nor to the knowledge of the Company, has any such claim, dispute, action, suit, proceeding or investigation been pending or threatened, during the twelve (12) month period preceding the date hereof. There is no outstanding judgment, order, writ, ruling, injunction, stipulation or decree of any court, arbitrator or federal, state, local, foreign or other governmental authority, board, agency, commission or instrumentality, against or materially affecting the business of the Company. The Company has not received any written or verbal inquiry from any federal, state, local, foreign or other governmental authority, hoard, agency, commission or instrumentality concerning the possible violation of any law, rule or regulation or an) matter disclosed in respect of its business.

Construction

This Award is made and granted pursuant to the Plan and is in all respects limited by and subject to the terms of the Plan. In the event of any conflict between the provisions of this Award and the terms of the Plan, the terms of the Plan shall be controlling. All decisions of the Committee with respect to any question or issue arising under the Plan or this Award shall be conclusive and binding on all persons having an interest in the Award.

Survival

Notwithstanding termination of this Agreement as provided in this Article III hereof, the rights and obligations of the Employee and the Company under Articles IV and V of this Agreement shall survive termination.

Definitions

Capitalized terms used but not defined in this Agreement are defined in Appendix 1 to the 2019-A Exchange Note Supplement, dated as of February 1, 2019 (the “ Exchange Note Supplement ”), to the Second Amended and Restated Credit and Security Agreement, dated as of July 22, 2005, as amended and restated as of December 1, 2015 (the “ Credit and Security Agreement ”), among the CAB East LLC and CAB West LLC, as Borrowers, U.S. Bank National Association, as Administrative Agent, HTD Leasing LLC, as Collateral Agent, and Ford Motor Credit Company LLC, as Lender and Servicer, or in Appendix A to the Credit and Security Agreement.  Appendix 1 and Appendix A also contain usage rules that apply to this Agreement.  Appendix 1 and Appendix A are incorporated by reference into this Agreement.  References to the “ UCC ” mean the Uniform Commercial Code as in effect in the State of New York.

Headings

The headings of the articles and sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

General

The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted in accordance with, and incorporate the terms and conditions required by, Section 409A.  Notwithstanding any provision of this Agreement to the contrary, in the event that the Company determines that any amounts payable hereunder will be immediately taxable to the Executive under Section 409A, the Company reserves the right to (without any obligation to do so or to indemnify the Executive for failure to do so) (i) adopt such amendments to this Agreement or adopt such other policies and procedures (including amendments, policies and procedures with retroactive effect) that it determines to be necessary or appropriate to preserve the intended tax treatment of the benefits provided by this Agreement, to preserve the economic benefits of this Agreement and to avoid less favorable accounting or tax consequences for the Company and/or (ii) take such other actions it determines to be necessary or appropriate to exempt the amounts payable hereunder from Section 409A or to comply with the requirements of Section 409A and thereby avoid the application of penalty taxes thereunder.  Notwithstanding anything herein to the contrary, no provision of this Agreement shall be interpreted or construed to transfer any liability for failure to comply with the requirements of Section 409A from the Executive or any other individual to the Company or any of its Affiliates, employees or agents.

Litigations

Except as disclosed in Schedule 4.05 attached hereto, there is no action or proceeding pending or, to the Knowledge of Borrower, threatened against or affecting Borrower or Subsidiary Bank before any court, arbitrator or governmental, regulatory or administrative body, agency or official that would reasonably be expected to have a Material Adverse Effect, and neither Borrower nor Subsidiary Bank is in default with respect to any order, writ, injunction, decision or decree of any court, arbitrator or governmental, regulatory or administrative body, agency or official which would reasonably be expected to have a Material Adverse Effect on Borrower or Subsidiary Bank.

Jurisdictions

(a) The Guarantor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Supreme Court of the State of New York sitting in New York County and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement or any Loan Document, or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such 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. Nothing in this Agreement or any Loan Document shall affect any right that the Administrative Agent or any Lender may otherwise have to bring any action or proceeding relating to this Agreement or any Loan Document against the Guarantor or its properties in the courts of any jurisdiction.

Binding Effects

This Agreement has been, and each other Loan Document, when delivered hereunder, will have been, duly executed and delivered by each Obligor party thereto. Except as such enforceability may be limited by bankruptcy, insolvency, reorganization, receivership, moratorium or other Laws affecting creditors’ rights generally and by general principles of equity, the Loan Documents to which each Obligor is a party, constitute or, as the case may be, will constitute upon execution and delivery (and, where applicable, registration as provided for in the Loan Documents), such Obligor’s legal, valid and binding obligations enforceable against it in accordance with their respective terms.

Severability

In the event that any provision or portion of this Agreement shall be determined to be invalid or unenforceable for any reason, the remaining provisions or portions of this Agreement shall be unaffected thereby and shall remain in full force and effect to the fullest extent permitted by law.

Fees

In addition to the fees described in the Term Sheet, the Company will pay (or cause to be paid) the fees set forth in that certain letter agreement dated as of the date hereof, executed by SunTrust Bank, the Lead Arrangers and KeyBank and acknowledged and agreed to by the Company relating to this Commitment Letter (the “ Fee Letter ”). The Company also agrees to pay, or to reimburse SunTrust on demand for, all reasonable costs and expenses incurred by SunTrust (whether incurred before or after the date hereof) in connection with the Senior Credit Facility, the syndication thereof, the preparation of the Financing Documentation and the other Transactions, including, without limitation, reasonable fees and disbursements of its counsel, regardless of whether any of the Transactions are consummated. The Company also agrees to pay all costs and expenses of SunTrust, KeyBank and the Lead Arrangers (including, without limitation, reasonable fees and disbursements of its counsel) incurred in connection with the enforcement of any of their rights and remedies hereunder.

Positions

You will serve as CCO (Chief Customer Officer) working out of our San Mateo office and reporting to Rob Bernshteyn, Chief Executive Officer.  Your start date will be mutually agreed upon.

Governing Laws

The corporate law of the State of Delaware shall govern all issues and questions concerning the relative rights of the Corporation and its stockholders. All other issues and questions concerning the construction, validity, interpretation and enforcement of this Agreement and the exhibits and schedules hereto shall be governed by, and construed in accordance with, the laws of the State of New York, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.

Successors

The provisions of this Loan Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted hereby, except that the Borrower may not assign or otherwise transfer any of its rights or obligations hereunder without the prior written consent of the Administrative Agent and each Lender and no Lender may assign or otherwise transfer any of its rights or obligations hereunder except (i) to an Eligible Assignee in accordance with the provisions of subsection (b) of this Section, (ii) by way of participation in accordance with the provisions of subsection (d) of this Section, or (iii) by way of pledge or assignment of a security interest subject to the restrictions of subsection (f) of this Section (and any other attempted assignment or transfer by any party hereto shall be null and void). Nothing in this Loan Agreement, expressed or implied, shall be construed to confer upon any Person (other than the parties hereto, their respective successors and assigns permitted hereby, Participants to the extent provided in subsection (d) of this Section and, to the extent expressly contemplated hereby, the Related Parties of each of the Administrative Agent and the Lenders) any legal or equitable right, remedy or claim under or by reason of this Loan Agreement.

Subsidiaries

As of the Effective Date, the Company has the Restricted Subsidiaries set forth on Schedule 3.16A and the Unrestricted Subsidiaries set forth on Schedule 3.16B.

Subsidiaries

As of the Second Restatement Date, the Parent Borrower has no active Subsidiaries other than those specifically disclosed in the Parent Borrower’s Form 10-K filed with the SEC for the fiscal year ended December 29, 2018. Set forth on Schedule 3.13 is, with respect to Dart and as of the Second Restatement Date, the jurisdiction of its incorporation, the address of its principal place of business and its U.S. taxpayer identification number.

Erisa

As soon as reasonably practicable and, in any event, within ten (10) Business Days after the Company or any Restricted Subsidiary knows of the occurrence of any of the following, the Company will deliver to the Administrative Agent a certificate setting forth a reasonable level of detail as to such occurrence and the action, if any, that the Company, such Restricted Subsidiary or, to the knowledge of the Company, an ERISA Affiliate is required or proposes to take, together with any notices required or proposed to be given or filed by the Company, such Restricted Subsidiary, the Plan administrator or, to the extent available, such ERISA Affiliate to or with the PBGC or any other Governmental Authority, or a Plan participant and any notices received by the Company, such Restricted Subsidiary or, to the extent available, such ERISA Affiliate from the PBGC or any other Governmental Authority, or a Plan participant with respect thereto: that (a) an ERISA Event has occurred that is reasonably expected to result in a Material Adverse Effect; (b) there has been an increase in Unfunded Pension Liabilities since the date the representations hereunder are given, or from any prior notice, as applicable, in either case, which is reasonably expected to result in a Material Adverse Effect; (c) there has been an increase in the estimated withdrawal liability under Section 4201 of ERISA, if the Company, any Restricted Subsidiary and the ERISA Affiliates were to withdraw completely from any and all Multiemployer Plans which is reasonably expected to result in a Material Adverse Effect; or (d) the Company, any Restricted Subsidiary or, to the knowledge of the Company, any ERISA Affiliate adopts, or commences contributions to, any Plan subject to Section 412 of the Code, or adopts any amendment to a Plan subject to Section 412 of the Code which is reasonably expected to result in a Material Adverse Effect.

Notices

Any notice, demand or request required under this Agreement shall be given in writing at the addresses set forth below by personal service; email; telecopy; overnight courier; or registered or certified, first class mail, return receipt requested.

Notices

Any notice required or permitted under this Agreement shall be deemed given when delivered either personally, by overnight courier, or when deposited in a United States Post Office, postage prepaid, addressed as appropriate, to the Participant either at his/her address set forth below or such other address as he or she may designate in writing to the Company, or to the Company: Attention: General Counsel (or said designee), at the Company’s address or such other address as the Company may designate in writing to the Participant.

Governing Laws

This Series D Warrant shall be governed by and construed and enforced in accordance with, and all questions concerning the construction, validity, interpretation and performance of this Series D Warrant shall be governed by, the internal laws of the State of New York, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of New York or any other jurisdictions) that would cause the application of the laws of any jurisdictions other than the State of New York.  The Company 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 to the Company at the address set forth in Section 9(f) of the Securities Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof.  The Company 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, 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 brought in an inconvenient forum or that the venue of such suit, action or proceeding is improper.  Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner permitted by law.  Nothing contained herein shall be deemed or operate to preclude the Holder from bringing suit or taking other legal action against the Company in any other jurisdiction to collect on the Company’s obligations to the Holder, to realize on any collateral or any other security for such obligations, or to enforce a judgment or other court ruling in favor of the Holder.  THE COMPANY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS SERIES D WARRANT OR ANY TRANSACTION CONTEMPLATED HEREBY.

Governing Laws

This Agreement shall be governed by the applicable laws of the State of Texas, without regard to its choice or conflicts of law rules or principles.

Counterparts

This Amendment may be executed in counterparts (and by different parties hereto in different counterparts), each of which shall constitute an original, but all of which when taken together shall constitute a single contract. Delivery of an executed counterpart of a signature page of this Amendment by facsimile or other electronic imaging means (e.g., “pdf” or “tif”) shall be effective as delivery of a manually executed counterpart of this Amendment.

Waivers

You acknowledge that a waiver by the Company of breach of any provision of the Agreement shall not operate or be construed as a waiver of any other provision of the Agreement, or of any subsequent breach by you or any other Holder.

Confidentiality

Each party agrees that it and its Affiliates, and its and their respective employees, advisors, agents and representatives, including, with respect to the Company, any third parties engaged to provide the Services pursuant to Section 2(c), shall keep confidential all data, documents, records and information obtained from the other party or its representatives in connection with this Agreement in accordance with Section 4.1 of the Purchase Agreement.

Severability

If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability does not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.  Upon a determination that any term or provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement to effect the original intent of the Parties as closely as possible in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

Withholdings

The Participant shall be required to pay to the Employer, or make other arrangements satisfactory to the Employer to provide for the payment of, any federal, state, local or other taxes that the Employer is required to withhold with respect to the grant, vesting and redemption of the Restricted Stock Units and payment of dividend equivalents. Any tax withholding obligation of the Employer with respect to the redemption of the Restricted Stock Units may, at the Committee’s discretion, be satisfied by having shares of Company Stock withheld, up to an amount that does not exceed the minimum applicable withholding tax rate for federal (including FICA), state, local and other tax liabilities.

Entire Agreements

This Notice, including the Plan and any additional documents necessary to effect the terms and conditions of your Award, constitutes the entire understanding and agreement among the parties, and there are no other agreements, understandings, restrictions, or representations, other than those set forth herein.

Assignments

The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee of $3,500 for each assignment; provided that (A) only one such fee will be payable in connection with simultaneous assignments to two or more related Approved Funds by a Lender and (B) the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

Miscellaneous

Notwithstanding anything herein to the contrary, to the extent, and solely to the extent, Landlord secures and receives liquidated damages from the General Contractor under the Construction Contract directly related to a delay in the Substantial Completion of a Building, Landlord agrees to provide Tenant with that portion of any such liquidated damages received by Landlord which exceeds the costs, expenses or damages (actual, consequential or otherwise) incurred by Landlord as a result of such delay.

Governing Laws

The provisions of this Plan shall be construed and interpreted according to federal law and, to the extent not preempted by federal law, according to the laws of the Commonwealth of Virginia.

Applicable Laws

This Agreement is entered into under, and shall be governed for all purposes, by the laws of the State of Texas, without regard to its conflicts of law principles.

Adjustments

In order to prevent dilution of the purchase rights granted under this Warrant, the Warrant Share Number issuable upon exercise of this Warrant shall be subject to adjustment (an “ Adjustment ”) from time to time as provided in this Section 4 (in each case, after taking into consideration any prior Adjustments pursuant to this Section 4 ).

Specific Performance

The parties agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms.  It is accordingly agreed that the parties shall be entitled (without the necessity of posting a bond) to specific performance of the terms hereof, this being in addition to any other remedies to which they are entitled at law or equity.

Governing Laws

This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Massachusetts, without reference to the state’s conflict-of-laws principles.

Counterparts

This Amendment may be executed in any number of and by different parties hereto on separate counterparts, all of which, when so executed, shall be deemed an original, but all such counterparts shall constitute one and the same agreement. Any signature delivered by a party by facsimile transmission or PDF shall be deemed to be an original signature hereto.

Terminations

The provisions of this Section 12 shall remain in effect until the payment and satisfaction in full, in immediately available funds, of the Term Loan and other Obligations and termination of this Agreement.

Solvency

The Borrower and its Subsidiaries, on a consolidated basis, are, and after giving effect to the incurrence of all Loans and Obligations being incurred in connection herewith will be, Solvent.

Releases

Cash Collateral (or the appropriate portion thereof) provided to reduce Fronting Exposure or other obligations shall be released promptly following (i) the elimination of the applicable Fronting Exposure or other obligations giving rise thereto (including by the termination of Defaulting Lender status of the applicable Lender (or, as appropriate, its assignee following compliance with Section  10.06(b) )) or (ii) the determination by the Collateral Agent that there exists excess Cash Collateral; provided, however, (x) that Cash Collateral furnished by or on behalf of a Loan Party shall not be released during the continuance of a Default or Event of Default (and following application as provided in this Section  2.16 may be otherwise applied in accordance with Section  8.03 ) and (y) the Person providing Cash Collateral, the Administrative Agent and the applicable L/C Issuer may agree that Cash Collateral shall not be released but instead held to support future anticipated Fronting Exposure or other obligations.

General

It is the intention of both the Company and the Employee that the benefits and rights to which the Employee is entitled pursuant to this Agreement comply with Code Section 409A, to the extent that the requirements of Code Section 409A are applicable thereto, and the provisions of this Agreement shall be construed in a manner consistent with that intention. If the Employee or the Company believes, at any time, that any such benefit or right that is subject to Code Section 409A does not so comply, it shall promptly advise the other and shall negotiate reasonably and in good faith to amend the terms of such benefits and rights such that they comply with Code Section 409A (with the most limited possible economic effect on the Employee and on the Company).

Indemnifications

Subject to any limitations and requirements of the Canada Business Corporation Act or other Applicable Law, each individual who is or will have been a member of the Board, or a Committee appointed by the Board, or an officer or Employee of the Company to whom authority was delegated in accordance with Section 3.3 of this Plan, will be indemnified and held harmless by the Company against and from any loss, cost, liability or expense that may be imposed upon or reasonably incurred by him or her in connection with or resulting from any claim, action, suit or proceeding to which he or she may be a party or in which he or she may be involved by reason of any action taken or failure to act under this Plan and against and from any and all amounts paid by him or her in settlement thereof, with the Company’s approval, or paid by him or her in satisfaction of any judgment in any such action, suit or proceeding against him or her, provided he or she will give the Company an opportunity, at its own expense, to handle and defend the same before he or she undertakes to handle and defend it on his/her own behalf. The foregoing right of indemnification will not be exclusive of any other rights of indemnification to which such individuals may be entitled under the Company’s Articles of Incorporation or By-laws, as a matter of law, or otherwise, or pursuant to any agreement with the Company, or any power that the Company may have to indemnify them or hold them harmless.

Duties

The Escrow Agent’s duties are entirely ministerial and not discretionary, and the Escrow Agent will be under no duty or obligation to do or to omit the doing of any action with respect to the Escrow Shares or the Earnout Parent Share Consideration, except to give notice, provide monthly reports, make disbursements, keep an accurate record of all transactions with respect to the Escrow Shares and the Earnout Parent Share Consideration and hold the Escrow Shares and the Earnout Parent Share Consideration, all in accordance with the terms and conditions of this Agreement, and to comply with any other duties expressly set forth in this Agreement. The Escrow Agent shall not have any interest in the Escrow Shares or the Earnout Parent Share Consideration but shall serve as escrow holder only and have only possession thereof. Nothing contained herein shall be construed to create any obligation or liability whatsoever on the part of the Escrow Agent to anyone other than the parties to this Agreement. There are no third party beneficiaries to this Agreement.

Non-Disparagement

The Parties agree and covenant that each Party shall not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory, maliciously false, or disparaging remarks, comments, or statements concerning the other Party or, in the case of the Company, its businesses, or any of its employees, officers, or directors and their existing and prospective customers, suppliers, investors, and other associated third parties, now or in the future.

Payments

Terms. All Rent hereunder shall be paid, at the election of Sublessee, by wire transfer, automated clearing house transfer or direct deposit (in each case as implemented by Sublessee with its financial institution) in accordance with Sublessor’s written wire transfer instructions provided by Sublessor to Sublessee from time to time (but at a minimum of thirty (30) days prior to the payment of Rent), or by direct payment authorization established by Sublessee with its lender to withdraw payments of Rent directly from Sublessee’s account to Sublessor’s designated account.

Use Of Proceeds

The proceeds of the Loans will be used only to (a) pay the fees, expenses and other transaction costs of the transactions contemplated hereby; and (b) fund working capital needs of, and for general corporate, partnership and limited liability company purposes of, the Borrower and its Subsidiaries (including payment of the purchase price and related expenses of acquisitions). No part of the proceeds of any Loan will be used, whether directly or indirectly, for any purpose that entails a violation of any of the regulations of the Board, including Regulations T, U and X. The Borrower will not, directly, or to the Borrower’s knowledge, indirectly, use the proceeds of any Loan, or lend, contribute or otherwise make available such proceeds to any Subsidiary, joint venture partner or other Person (i) in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any Person in violation of any Anti-Corruption Laws, (ii) for the purpose of funding, financing or facilitating any activities, business or transaction of or with any Sanctioned Person, or in any Sanctioned Country, or (iii) in any manner that would result in a violation of any Sanctions applicable to any party hereto.

Construction

The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for stock splits, stock dividends, stock combinations and other similar transactions that occur with respect to the Common Stock after the date of this Agreement.

Base Salary

The Executive’s initial annual base salary as of the Start Date will be $950,000 (as it may be adjusted as provided herein, the “Base Salary”). The amount of the Base Salary shall be reviewed annually and may, in the sole discretion of the Compensation Committee of the Board (the “Compensation Committee”), be increased from time to time during the Term. The Base Salary shall be payable in substantially equal installments in accordance with the Company’s normal payroll practices, and is subject to all proper taxes and withholding. The Base Salary rate at which the Executive is being compensated on the Date of Termination (disregarding any reduction in Base Salary described in clause (a) of the definition of “Good Reason” set forth in Section VI.F.1 hereof) shall be the Base Salary rate used in determining the severance amounts payable to the Executive hereunder.

Adjustments

The number and kind of shares of Restricted Stock set forth in this Section 2 are subject to adjustment in accordance with the terms of this Agreement and the Plan.

Applicable Laws

Your Grant Notice and this Award Agreement shall be governed, construed, interpreted, and administered solely in accordance with the laws of the state of Delaware, without regard to principles of conflicts of law, with consent of jurisdiction by you in the State of New York.

Subsidiaries

As of the Closing Date, Schedule 4.16 sets forth, each Subsidiary and each joint venture of the Borrower and each Subsidiary, and, for each Person set forth thereon, a complete and accurate statement of (i) the percentage ownership of each such Person by the Borrower or any Subsidiary of the Borrower, (ii) the state or other jurisdiction of incorporation or formation, as appropriate, of each such Person, and the type of legal entity for each such Person, (iii) each state in which each such Person is qualified to do business and (iv) all of each such Person’s trade names, trade styles or doing business forms which such Person has used or under which such Person has transacted business during the five (5) year period immediately preceding the Fourth Amendment Closing Date. As of the Closing Date, neither the Borrower nor any Subsidiary is a partner or joint venturer in any partnership or joint venture other than as expressly set described on Schedule 4.16.

Severability

In the event that any provision in these Terms and Conditions shall be held invalid or unenforceable for any reason, such provision shall be severable from, and such invalidity or unenforceability shall not be construed to have any effect on, the remaining provisions of these Terms and Conditions.

Severability

If any term, provision, covenant or restriction of this Agreement, or any part thereof, is held by a court of competent jurisdiction of any foreign, federal, state, county or local government or any other governmental, regulatory or administrative agency or authority to be invalid, void, unenforceable or against public policy for any reason, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected or impaired or invalidated. The Executive acknowledges that the restrictive covenants contained in Section 6 are a condition of this Agreement and are reasonable and valid in temporal scope and in all other respects.

Payments

From and after the Effective Date, the Administrative Agent shall make all payments in respect of [the][each] Assigned Interest (including payments of principal, interest, fees and other amounts) to [the][the relevant] Assignee for amounts which have accrued both prior to and from and after the Effective Date.

Taxes

The Borrower and each Subsidiary has filed or caused to be filed on a timely basis (taking into account all extensions granted by the applicable Governmental Authority) all United States federal and applicable foreign, state and local Tax returns and reports and all other Tax returns and reports which are required to be filed and have paid or caused to be paid all Taxes required to have been paid by it, except (a) such Taxes, if any, as are being contested in good faith by appropriate proceedings as to which adequate reserves have been provided in accordance with GAAP or (b) to the extent the failure to do so would not reasonably be expected to have a Material Adverse Effect.

Assignments

This Letter Agreement shall not be assignable, in whole or in part, by either party without the written consent of the other party, except that the Corporation may, without your written consent, assign its rights and obligations under this Letter Agreement to any corporation or other business entity (a) with which the Corporation may merge or consolidate, or (b) to which the Corporation may sell or transfer all or substantially all of its assets or capital stock.

Governing Laws

This Agreement shall be construed and interpreted in accordance with the laws of the State of New York without regard to principles of conflicts of law thereof, or principals of conflicts of laws of any other jurisdiction which could cause the application of the laws of any jurisdiction other than the State of New York.  Each of Participant and the Company hereby waive, to the fullest extent permitted by applicable law, any right either of them may have to a trial by jury in respect to any litigation directly or indirectly arising out of, under or in connection with this Agreement or the Plan.

Indemnifications

The Parties agree that the Indemnification Agreement dated May 5, 2015 (“Indemnification Agreement”) between Executive and the Company shall survive the execution of this Agreement and shall not be terminated, modified, waived, or otherwise effected by this Agreement of any of the terms set forth herein.

Entire Agreements

This Agreement contains the entire understanding of the Company and the Executive with respect to the subject matter hereof. Any payments actually made under this Agreement in the event of the Executive’s termination of employment shall be in lieu of any severance benefits payable under any severance plan, program, or policy of the Company to which the Executive might otherwise be entitled.

Releases

As a condition to the benefits provided in this Agreement to which you would not otherwise be entitled, you agree, on the Retirement Date, to execute and return to the Company the General Release attached as Exhibit A to the Employment Agreement (the “ Release ”), and to allow the Release to become effective.

Financial Statements

The parties hereto agree that if at any time any change in GAAP (including the adoption of IFRS) or in the business or the accounting practices of HA INC would affect in a material way the computation of any financial ratio set forth herein or any component of such ratio, including the computations for the “Net Investment Revenue”, “ Interest Income, financing receivable”, “Interest income, investments“, “Rental Income”, “Core equity method investment earnings” or “interest expense”, and either the Guarantors or the Administrative Agent shall so request, the Administrative Agent and the Guarantors shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP or the business or accounting practice; provided that, until so amended pursuant to such request, (i) such ratio or requirement shall continue to be computed in accordance with past practice or GAAP prior to such change therein and (ii) the Guarantors shall provide to the Administrative Agent and the Lenders as reasonably requested hereunder, a reconciliation between calculations of such ratio or requirement made before and after giving effect to such change in GAAP or past practice.

Brokers

Tenant represents and warrants to Landlord that neither it nor its officers or agents nor anyone acting on its behalf has dealt with any real estate broker other than Lavista Associates, Inc. (“ Landlord’s Broker ” ), which represented Landlord. and ICON Commercial Interests, LLC ( “ Tenant’s Broker ” ), which represented Tenant, in the negotiating and making of this Sixth Amendment, and Tenant agrees to indemnify and hold Landlord, its agents, employees, partners, directors, shareholders and independent contractors harmless from all liabilities, costs, demands, judgments, settlement, claims, and losses, including reasonable attorneys’ fees and costs, incurred by Landlord in conjunction with any such claim or claims of any other broker or brokers claiming to have interested Tenant in the Building or Premises or claiming to have caused Tenant to enter into this Sixth Amendment. Landlord agrees to pay the commission due to Landlord’s Broker and Tenant’s Broker in connection with this Sixth Amendment pursuant to separate written commission agreements.

Counterparts

This Assignment may be executed in multiple counterparts which, taken together, shall constitute one fully executed and effective Assignment. Executed counterparts delivered by facsimile, email/PDF or other electronic means shall have the same force and effect as wet-signed original counterparts.

Further Assurances

Each Limited Partner shall perform all other acts and execute and deliver all other documents as may be necessary or appropriate to carry out the purposes and intent of this Agreement.

Litigations

There is no litigation or proceeding pending, or to the best of Seller’s knowledge, threatened against Seller relating to the Property, except as set forth on Exhibit 4.3 attached hereto.

Taxes

The Executive will be solely responsible for any associated tax filings and payment of taxes associated with employment, without any gross-up or additional compensation from the Company (except as otherwise specifically provided herein), provided that the Company will withhold taxes at what it determines to be appropriate rates and in what it determines to be appropriate jurisdictions based on the information available to the Company.

Effective Dates

This Agreement shall become effective on the first business day following the expiration of the Revocation Period (the “ Effective Date ”).

Survival

Termination or expiration of this Agreement shall not relieve Lilly, Dicerna US or Dicerna Cayman of any obligation accruing prior to such termination/expiration, nor affect in any way the survival of any other right, duty or obligation of the Lilly, Dicerna US or Dicerna Cayman which is expressly stated elsewhere in this Agreement to survive such termination. Without limiting the foregoing and except as expressly set forth otherwise in this Agreement, Article 1 (for interpretation purposes only), Article 8 (to the extent that any amounts payable accrued prior to the effective date of such expiration/termination and remain unpaid), Article 10 (but only to the extent and with respect to intellectual property generated/developed prior to the effective date of such termination), Article 11, Article 15 and Article 17 (to the extent and with respect to claims accruing prior to the effective date of such termination) and Section 2.4 (but only with respect to information disclosed prior to the effective date of such termination), Section 8.4 (but only applicable with respect to sublicenses surviving termination (not an expiration) as described in Section 15.2.3 and further, only to the extent such sublicensee continues to Develop or Commercialize a Product that triggers such payment obligations during the Royalty Term), Section 14.1 (but only with respect to the license granted therein upon expiration), Sections 7.6, 7.7, 16.5 and 16.6 shall survive termination, and Sections 19.3 through 19.10, 19.12 through 19.21 shall survive to the extent applicable. Except as otherwise expressly provided herein, all other rights and obligations of the Parties under this Agreement shall terminate upon termination/expiration of this Agreement.

Expenses

BSTC shall reimburse Consultant for all reasonable expenses incurred by Consultant in connection with the performance of the Services, including travel expenses.  Consultant shall invoice BSTC for such expenses, which invoice shall include reasonable supporting documentation (such as copies of receipts) verifying such expenses, in accordance with Section 2.5.

Solvency

The Administrative Agent shall have received a solvency certificate signed by a Financial Officer dated the Effective Date in form and substance reasonably satisfactory to the Administrative Agent.

Payments

Upon the exercise of a SAR, the Company shall pay to the Participant an amount equal to the number of shares subject to the SAR that is being exercised multiplied by the excess of the Fair Market Value of one share of Common Stock on the exercise date over the Strike Price, less an amount equal to any Federal, state, local, and non-U.S. income, employment, and any other applicable taxes required to be withheld. The Company shall pay such amount in cash, in shares of Common Stock valued at Fair Market Value, or any combination thereof, as determined by the Committee. Any fractional shares of Common Stock shall be settled in cash.

Expenses

Each Party shall be responsible for its own fees and expenses incurred in connection with the negotiation, execution and effectuation of this Agreement and the transactions contemplated hereby, including, but not limited to, any matters related to the 2019 Annual Meeting, except that the Company will reimburse BLR Partners for its reasonable documented expenses, including legal fees, incurred in connection with the negotiation and entry into this Agreement and other matters related to the 2019 Annual Meeting, in an amount not to exceed $50,000.

Change In Control

If there is a Change in Control Agreement by and between the Participant and the Company on the date of the Termination of Service, then the terms of such Change in Control Agreement shall apply instead of this Section 3(c). Otherwise, in the event of the Participant's Termination of Service by the Company other than for Cause within the 12-month period following a Change in Control, or a Termination of Service by the Participant for Good Reason within the 14-month period following a Change in Control, this Option will become fully exercisable as to all shares subject to this Option, whether or not then exercisable, and this Option may thereafter be exercised by the Participant for a period of one year from the date of the Termination of Service, subject to termination on the Expiration Date, if earlier.

Representations

Executive acknowledges that (a) he or she has been represented by independent counsel of his or her own choosing concerning this Agreement and has been advised to do so by the Company, and (b) he or she has read and understands this Agreement, is competent and of sound mind to execute this Agreement, is fully aware of the legal effect of this Agreement, and has entered into it freely based on his or her own judgment and without duress.

Notices

A demand upon or notice to Mortgagor hereunder shall be deemed sufficient and commercially reasonable notice and shall sent by a recognized overnight courier addressed to Mortgagor at the following address: to SACHEM CAPITAL CORP., a New York corporation, having a mailing address of 23 Laurel Street, Branford, Connecticut 06405 or directed to Mortgagor at the last address furnished in writing to Mortgagee, with a copy sent by recognized overnight carrier addressed to Sachem Capital Corp., 23 Laurel Street, Branford, Connecticut 06405, Attention: Peter Giannotti, Esq.. Any notice to Mortgagee hereunder shall be sent by recognized overnight courier addressed to the Mortgagee at the following address: BANKWELL BANK, Commercial Loan Department, 208 Elm Street, New Canaan, Connecticut 06840, with a copy sent by recognized overnight carrier addressed to Shipman & Goodwin LLP, 300 Atlantic Street, 3 rd Floor, Stamford, Connecticut 06901, Attention: Scott M. Gerard, Esq. The parties may change their respective addresses upon prior written notice given to other in accordance with the provisions of this paragraph. All notices shall be effective upon receipt, or if delivery is refused, on the date delivery is first attempted.

Litigations

Except as disclosed in an SEC Report or on Schedule 3.1(j), there is no action, suit, inquiry, notice of violation, proceeding or investigation pending or, to the knowledge of the Company, threatened against or affecting the Company, any Subsidiary or any of their respective properties before or by any court, arbitrator, governmental or administrative agency or regulatory authority (federal, state, county, local or foreign) (collectively, an “ Action ”) which (i) adversely affects or challenges the legality, validity or enforceability of any of the Transaction Documents or the Securities or (ii) could, if there were an unfavorable decision, have or reasonably be expected to result in a Material Adverse Effect. Neither the Company nor any Subsidiary, nor any current director or officer thereof, is or has been the subject of any Action involving a claim of violation of or liability under federal or state securities laws or a claim of breach of fiduciary duty. There has not been, and to the knowledge of the Company, there is not pending or contemplated, any investigation by the Commission involving the Company or any current or former director or officer of the Company. The Commission has not issued any stop order or other order suspending the effectiveness of any registration statement filed by the Company or any Subsidiary under the Exchange Act or the Securities Act.

Authority

This Agreement has been validly authorized, executed and delivered by PURCHASER and is a valid and binding agreement enforceable in accordance with its terms, subject to the general principles of equity and to bankruptcy or other laws affecting the enforcement of creditors’ rights generally. The execution, delivery and performance of this Agreement by PURCHASER does not and will not conflict with, violate or cause a breach of any agreement, contract or instrument to which PURCHASER is a party.

Indemnity

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE COMPANY DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY AND ALL REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES TO BE PROVIDED UNDER THIS AGREEMENT OR UNDER ANY AGREEMENT, DOCUMENT, OR INSTRUMENT DELIVERED PURSUANT TO THIS AGREEMENT, INCLUDING WARRANTIES WITH RESPECT TO MERCHANTABILITY, OR SUITABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT OF ANY SERVICES, SOFTWARE OR HARDWARE PROVIDED HEREUNDER AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE.  EXCEPT TO THE EXTENT ARISING OUT OF GROSS NEGLIGENCE OF WILLFUL MISCONDUCT BY THE COMPANY, ITS AFFILIATES OR SUBCONTRACTORS, THE COMPANY SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, UNFORESEEN, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING DIMINUTION OF VALUE, LOSS OF PROFITS, BUSINESS REPUTATION OR OPPORTUNITY, OR DAMAGES THAT ARE CALCULATED AS A MULTIPLE OF EARNINGS, REVENUE OR OTHER SIMILAR MEASURE.  The Buyer shall indemnify and hold the Company and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with (i) a material breach by Buyer of this Agreement or under any agreement, document, or instrument delivered pursuant to this Agreement, or (ii) Buyer’s gross negligence or willful misconduct; provided, however, that Buyer will not indemnify the Company to the extent that such losses directly arise out of or result from the Company’s gross negligence or willful misconduct or to the extent a Buyer Indemnified Party is entitled to indemnification for such losses pursuant to Section 6.1 of the Purchase Agreement.  The Company agrees to indemnify and hold Buyer and its Affiliates, officers, employees and directors harmless from and against any Damages arising out of, relating to, or in connection with the Company’s, its Affiliates’ and its subcontractors’ gross negligence or willful misconduct in providing the Services provided under this Agreement or under any agreement, document, or instrument delivered pursuant to this Agreement; provided, however, that the Company will not indemnify Buyer to the extent that such losses directly arise out of or result from Buyer’s gross negligence or willful misconduct or to the extent the Company, its Affiliates or their Representatives are entitled to indemnification for such losses pursuant to Section 6.2 of the Purchase Agreement; and provided, further, that, notwithstanding the foregoing, the total and cumulative liability of the Company under this Agreement and any agreement, document, or instrument delivered pursuant to this Agreement shall not exceed the aggregate fees paid to the Company by Buyer hereunder.

Terminations

This Subscription Agreement shall terminate and be void and of no further force and effect, and all rights and obligations of the parties hereunder shall terminate without any further liability on the part of any party in respect thereof, upon the earlier to occur of (a) such date and time as the Transaction Agreement is terminated in accordance with its terms, (b) upon the mutual written agreement of each of the parties hereto to terminate this Subscription Agreement, (c) the Company’s notification to the undersigned in writing that it has abandoned its plans to move forward with the Transaction and/or terminates the undersigned’s obligations with respect to the Subscription without the delivery of the Acquired Shares having occurred, (d) September 13, 2019, if the Closing has not occurred by such date, or (e) if any of the conditions to Closing set forth in Section 3 of this Subscription Agreement are not satisfied, or are not capable of being satisfied, on or prior to the Closing and, as a result thereof, the transactions contemplated by this Subscription Agreement will not be or are not consummated at the Closing; provided, that nothing herein will relieve any party from liability for any willful breach hereof prior to the time of termination, and each party will be entitled to any remedies at law or in equity to recover losses, liabilities or damages arising from such breach. The Company shall notify the undersigned of the termination of the Transaction Agreement promptly after the termination of such agreement.

Notices

Whenever the Exercise Price or number of Shares purchasable hereunder shall be adjusted pursuant to Section 9 hereof, the Company shall execute and deliver to the Holder a certificate setting forth, in reasonable detail, the event requiring the adjustment, the amount of the adjustment, the method by which such adjustment was calculated and the Exercise Price and number of and kind of securities purchasable hereunder after giving effect to such adjustment, and shall cause a copy of such certificate to be mailed (by first class mail, postage prepaid) to the Holder.

Survival

The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer.  The Company agrees to indemnify and hold harmless the Buyer and all of its officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

Liens

The Agents shall be satisfied that the Collateral Agent has been granted, and holds, for the benefit of the Agents and the Lenders, a perfected, first priority Lien on and security interest in all of the Collateral, subject only to Permitted Encumbrances, to the extent such Liens and security interests are required pursuant to the Credit Agreement and the Other Documents to be granted or perfected on or before the Amendment No. 5 Effective Date.

Compliance With Laws

By accepting the Deferred Stock Units, the Employee acknowledges that he or she agrees to comply with applicable Brazilian laws and pay any and all applicable Tax-Related Items associated with the vesting of the Deferred Stock Units, the receipt of any dividends and the sale of shares of Common Stock acquired under the Plan.

Notices

The Borrower will promptly furnish, or cause to be furnished, to the Administrative Agent, notice of: (a) the occurrence of any (i) Default or (ii) Event of Default hereunder; (b) the institution of any litigation or proceeding involving it or a Restricted Subsidiary that has had or is reasonably expected to have a Material Adverse Effect (whether or not the claim asserted therein is considered to be covered by insurance); and (c)  any adverse change in the Designated Rating publicly announced by a Rating Agency. Each notice delivered under this Section 5.2 shall be accompanied by a statement of a Financial Officer of the Borrower setting forth the details of the event or development requiring such notice and any action taken or proposed to be taken with respect thereto.

Assignments

The Employee agrees that the Company may assign to another person or entity that succeeds to the business of the Company any of the Company’s rights under this Agreement, provided that the Company shall remain fully liable for all of its obligations hereunder. The Employee may not assign his obligations under this Agreement.

Governing Laws

The validity, interpretation, construction and performance of this Agreement will be governed by and construed in accordance with the substantive laws of the State of Delaware, without giving effect to the principles of conflict of laws of such State.

Disclosures

No representation or warranty made by any Loan Party in this Agreement or in any financial statement, report, certificate or any other document furnished in connection herewith or therewith contains any untrue statement of a material fact or omits to state any material fact necessary to make the statements herein or therein not misleading. There is no fact known to any Loan Party or which reasonably should be known to such Loan Party which such Loan Party has not disclosed to Agent in writing with respect to the transactions contemplated by this Agreement which could reasonably be expected to have a Material Adverse Effect.

Severability

If a provision of the Plan, including any provision of an amendment to the Plan, shall be held illegal or invalid, the illegality or invalidity shall not affect the remaining parts of the Plan and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included in the Plan.

Financial Statements

The Administrative Agent shall have received (i) the audited consolidated balance sheet and related audited consolidated statements of income and cash flows of inVentiv Group Holdings or Syneos Health US, Inc. (f/k/a inVentiv Health, Inc.), as applicable, as of and for the fiscal years ended December 31, 2014, December 31, 2015, and December 31, 2016, (ii) the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows of inVentiv Group Holdings as of and for the fiscal quarter ended March 31, 2017, (iii) the audited consolidated balance sheet and related audited consolidated statements of income or operations and cash flows of INC Holdings as of and for the fiscal years ended December 31, 2014, December 31, 2015, and December 31, 2016, (iv) the unaudited consolidated balance sheet and related unaudited consolidated statements of income or operations and cash flows of INC Holdings as of and for the fiscal quarter ended March 31, 2017 and (v) a copy of the Proxy Statement (as defined in the Merger Agreement) initially filed with the SEC in connection with the Closing Date Merger.

Participations

Employees meeting the eligibility requirements of Section 3 hereof may elect to participate in the Plan commencing on any Entry Date for the applicable Exercise Period by enrolling in the manner and/or through the website designated by the Company during the Enrollment Period. Notwithstanding the foregoing, eligible Employees who are citizens or residents of a jurisdiction may be excluded from the Plan if the grant of an option under the Plan or any offering to a citizen or resident of the jurisdiction is prohibited under the laws of such jurisdiction, or if the Committee has otherwise determined, in its sole discretion, that participation of such eligible Employee(s) is not advisable or practicable for any reason.

Governing Laws

This Agreement shall be construed and interpreted in accordance with the internal laws of the State of Delaware without regard to principles of conflicts of law thereof, or principles of conflicts of laws of any other jurisdiction that could cause the application of the laws of any jurisdiction other than the State of Delaware.

Indemnity

EACH OBLIGOR SHALL INDEMNIFY AND HOLD HARMLESS THE INDEMNITEES AGAINST ANY CLAIMS THAT MAY BE INCURRED BY OR ASSERTED AGAINST ANY INDEMNITEE, INCLUDING CLAIMS ARISING FROM THE NEGLIGENCE OF AN INDEMNITEE OR ASSERTED BY ANY OBLIGOR OR OTHER PERSON. In no event shall any party to a Loan Document have any obligation thereunder to indemnify or hold harmless an Indemnitee with respect to a Claim that is determined in a final, non-appealable judgment by a court of competent jurisdiction to result from the gross negligence or willful misconduct of such Indemnitee.

Litigations

There are no actions or proceedings pending against or involving Purchaser before any Governmental Authority which in any way adversely affect or may adversely affect Purchaser or Purchaser’s ability to perform under this Agreement and the other Transaction Documents to which it is a party.