Additional to all other clauses and commitments in this Agreement, both parties acknowledge and agree to the following –

Understandings. Employee hereby acknowledges and agrees that the Company informed her that the restrictions contained in this [Article 5] would be required as part of the terms and conditions of her employment under this Agreement; that she signed and returned this Agreement to the Company prior to commencing employment under the terms of this Agreement; that she has carefully considered the restrictions contained in this Agreement and that they are reasonable; and that the restrictions in this Agreement will not unduly restrict her in securing other employment in the event of a termination from the Company; and that the Promotion Bonus in [Section 2.3] amount to valuable consideration, to which Employee would not otherwise be entitled, to support enforcement of the restrictions contained in this [Article 5].

Understandings or Arrangements. The Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting the Purchaser’s right to sell the Securities in compliance with applicable federal and state securities laws). The Purchaser is acquiring the Securities hereunder in the ordinary course of its business. The Purchaser understands that the Preferred Stock and the Conversion Shares are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring such Securities as principal for his, her or its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state securities law.

Additional Rent. ​ shall pay to ​ as Additional Rent throughout the Term, the following:

Additional Representations. Each Party represents and warrants to the other Party and the ARS Releasees or Recordati Releasees, as applicable, as of the Termination Agreement Effective Date that # it has all requisite legal capacity to grant the rights and releases set forth in [Section 6] (Mutual Release of Claims) on behalf of itself and its respective ARS Releasors or Recordati Releasors, as applicable and # neither it nor any of the other ARS Releasors or Recordati Releasors, as applicable, have assigned, transferred or granted to any Person that is not a ARS Releasors or Recordati Releasors, as applicable, any Action or Liability intended to be covered or released pursuant to [Section 6] (Mutual Release of Claims).

Additional Requirements. The Company reserves the right to impose other requirements on the Award, shares of Common Stock acquired pursuant to the Award, and the Grantee’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Without limiting the generality of the foregoing, the Company may require the Grantee to sign any agreements or undertakings that may be necessary to accomplish the foregoing.

Additional Transfers. For purposes of this Lease, subject to [Section 14.8] the term " XE "Transfer" Transfer" shall also include # if Tenant is a partnership, the withdrawal or change, voluntary, involuntary or by operation of law, of fifty percent (50%) or more of the partners, or transfer of fifty percent (50%) or more of partnership interests, within a twelve (12)-month period, or the dissolution of the partnership without immediate reconstitution thereof, and # if Tenant is a closely held corporation (i.e., whose stock is not publicly held and not traded through an exchange or over the counter), # the dissolution, merger, consolidation or other reorganization of Tenant or # the sale or other transfer of an aggregate of fifty percent (50%) or more of the voting shares of Tenant (other than to immediate family members by reason of gift or death), within a twelve (12)-month period, or # the sale, mortgage, hypothecation or pledge of an aggregate of fifty percent (50%) or more of the value of the unencumbered assets of Tenant within a twelve (12)-month period.

Additional Provisions. This Award Agreement is subject to the provisions of the Plan. Capitalized terms not defined in this Award Agreement or on [Exhibit A] hereto are used as defined in the Plan. If the Plan and this Award Agreement are inconsistent, the provisions of the Plan will govern. Interpretations of the Plan and this Award Agreement by the Committee are binding on you and the Company.

Additional Documents. The Administrative Agent shall have received each additional document, instrument, legal opinion or other item reasonably requested by it in accordance with and required to be delivered by the terms of this Agreement.

Any sums expended by ​ or any ​ due to any Loan Party's failure to perform or comply with its obligations under this Agreement or any Other Document including any Loan Party's obligations under [[Sections 3.5, 4.2, 4.4, 4.10, 4.12, 4.13, 4.14 and 6.13]3]3]3]3]3]3]3]]3]3]3]3]3]3]3] hereof, may be charged to ​' Account as a Revolving A Advance and added to the Obligations.