Nothing in this Agreement (including, but not limited to, the vesting of your Award or the issuance of the shares in respect of your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: # confer upon you any right to continue in the employ or service of, or affiliation with, the Company or an Affiliate; # constitute any promise or commitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; # confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or # deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.

Your Continuous Service with the Company or a Related Entity is not for any specified term and may be terminated by you or by the Company or a Related Entity at any time, for any reason, with or without cause and with or without notice. Nothing in this Agreement (including, but not limited to, the vesting of your Option pursuant to the schedule set forth in the Notice of Stock Option Grant or the issuance of the shares upon exercise of your Option), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall: # confer upon you any right to continue in the employ of, or affiliation with, the Company or a Related Entity; # constitute any promise or commitment by the Company or a Related Entity regarding the fact or nature of future positions, future work assignments, future compensation or any other term or condition of employment or affiliation; # confer any right or benefit under this Agreement or the Plan unless such right or benefit has specifically accrued under the terms of this Agreement or Plan; or # deprive the Company of the right to terminate you at will and without regard to any future vesting opportunity that you may have.

The existence of the Plan shall not create, evidence or change any contract of employment with any Participant. The right of the Company and all Affiliated Companies to take corrective, disciplinary or other action with respect to their employees, including terminating their respective employment at any time for any reason, shall not be affected by any provision of this Plan, and the Company and the Affiliated Companies will not be deemed responsible to provide continuing employment for any reason, at any time solely by reason of this Plan.

AWARD NOT A SERVICE CONTRACT . Your Award is not an employment or service contract, and nothing in your Award will be deemed to create in any way whatsoever any obligation on your part to continue in the service of the Company, or on the part of the Company to continue such service. In addition, nothing in your Award will obligate the Company, its shareholders, boards of directors or employees to continue any relationship that you might have as an employee of the Company.

Plan Not Contract of Employment. The Plan does not constitute a contract of employment, and nothing in the Plan or any action taken hereunder shall be construed as a contract of employment or to give any employee or Participant the right to be retained in the employ of the Company or a Subsidiary.

Not a Contract of Employment. This Agreement shall not be deemed to constitute an employment contract between the Company or a Subsidiary and Grantee or to be a consideration or an inducement for the employment or other service of Grantee.

No Contract for Continuing Services. This 2018 Outperformance Plan shall not be construed as creating any contract for continued services between the Company and any Participant and nothing herein contained shall give any Participant the right to be retained as an employee of the Company.

Agreement Not Assignable. This Agreement and the Restricted Stock Units awarded hereunder are not transferable or assignable by the Grantee; provided that no provision herein shall prevent the distribution of shares to the Grantee’s estate or designated beneficiary as provided in Section 2.

Hymowitz Services Agreement. The Hymowitz Services Agreement shall not have been cancelled or rescinded by Hymowitz and shall remain enforceable against Hymowitz as of the Closing Date and shall, upon the Closing, become effective in accordance with the terms thereof and hereof, and Hymowitz shall be ready, willing and able to commence engagement pursuant to the terms and conditions of Hymowitz Services Agreement immediately upon the occurrence of the Closing.

Not Exclusive Dealings Agreement. This Agreement is not intended to be and shall not be construed to be an exclusive dealings agreement between Owners and Service Provider. Owners shall at all times, in their sole discretion, be free to self-perform any Services or have such Services performed by another party subject to and consistent with the IP licensing agreements in [Exhibits F] (Facility IP License in the Event of a Triggering Event) and G (IP License), provided that any associated reduction in Services will be only as provided in Section 4.3(b).