Prior to the start of each fiscal year, each Nonemployee Director may elect to receive 100% of the annual cash compensation set forth in [Section 4(a)] for that next fiscal year as RSUs under the Company’s 2017 Equity Incentive Plan or any successor plan (the “Plan”).

Adjust, inspect, and supervise Book closings;

The Company’s objective when managing capital is to safeguard its ability to continue as a going concern and to maintain an optimal capital structure so as to maximize shareholder value. In order to maintain or achieve an optimal capital structure, the Company may adjust the amount of dividend payment, return capital to shareholders, issue new shares or buy back issued shares. As of December 31, 2015, the Company has only one class of equity shares and has no debt. Consequent to the above capital structure there are no externally imposed capital requirements.

The Expense Stop shall adjust to a 2023 Base Year.

Owners acknowledge and agree that, although this Facility IP License is attached to and made a part of the Services Agreement and the license to Facility IP granted by Service Provider pursuant to Section 2 is made effective as of the Effective Date, the rights and licenses granted by Service Provider to Owners hereunder shall not become exercisable or enforceable by Owners, and Owners hereby covenant not to exercise, enforce or use their rights to Facility IP granted pursuant to this Facility IP License, unless and until such time that a Triggering Event occurs and any Service Provider opportunity to cure as described in Section 1.(e) has been exhausted, it being understood that this covenant will not impact any rights that Owners may have under any other license. As such, Service Provider’s obligations under this Facility IP License shall not become enforceable by Owners, and Service Provider shall not be obligated by this Facility IP License Agreement to transfer or provide a copy of the Facility IP to Owners by virtue of the requirements of this Facility IP License, unless and until such time that the Triggering Event occurs and any Service Provider opportunity to cure as described in Section 1.(e) has been exhausted.

The Administrative Agent may, in its Permitted Discretion adjust the Reserves.

Certain Events. The Company will not be required to adjust the Strike Price or the Warrant Entitlement except pursuant to [Section 5(e)(i)]. Without limiting the foregoing, the Company will not be required to adjust the Strike Price or the Warrant Entitlement on account of:

Establish or adjust the Performance Objectives and related terms under Section IV.A. for each Plan Period.

The Committee shall have the discretion to adjust the determinations of the degree of attainment of the preestablished performance goals; provided, however, that Awards which are designed to qualify for the Performance-Based Exception, and which are held by Named Executive Officers, may not be adjusted upward (the Committee shall retain the discretion to adjust such Awards downward).

“Individual Performance Multiplier” means a percentage (determined by the Plan Administrator in accordance with [Section 3.4]) used to adjust a Participant’s payout under the Plan up or down based on such Participant’s performance.