BOARD APPROVAL. If the Shares covered by this Agreement exceed, as of the Grant Date, the number of shares of Common Stock which may be issued under the Plan as last approved by the Board, then this award shall be void with respect to such excess shares, unless Board approval of an amendment sufficiently increasing the number of shares of Common Stock issuable under the Plan is obtained in accordance with the provisions of the Plan. If Shares covered by this Agreement are granted prior to any required approval of the Plan by the Board of the Company, any such grant shall be subject to the condition subsequent of such Board approval but shall be deemed effective as of the Grant Date as listed in the Grant Notice.

Stockholder Approval. Notwithstanding anything herein to the contrary, to the extent that the Award exceeds the applicable individual award limit(s) set forth in [Section 3(b)] of the Plan (the “Excess Award”), the Excess Award shall be subject to approval by the Company’s stockholders of an amendment to the Plan increasing the individual award limit(s) set forth in [Section 3(b)] of the Plan (the “Plan Amendment”). Notwithstanding anything herein to the contrary, neither the Excess Award nor the Performance Units attributable thereto shall be paid to any extent prior to the time when the Plan Amendment is approved by the stockholders, and if such approval is not obtained at the next annual meeting of the Company’s stockholders following the Award Date (or by December 4, 2016, if earlier), the Excess Award and the Performance Units attributable thereto shall thereupon automatically be cancelled and become null and void. The Participant acknowledges that the Excess Award and the Performance Units attributable thereto are being granted prior to approval by the Company’s stockholders of the Plan Amendment.

The Award granted hereby is subject to the condition that if the listing, registration or qualification of the shares subject hereto on any securities exchange or under any state or federal law, or if the consent or approval of any regulatory body shall be necessary as a condition of, or in connection with, the granting of the Award or the delivery of shares thereunder, such shares may not be delivered unless and until such listing, registration, qualification, consent or approval shall have been effected or obtained. The Corporation agrees to use its best efforts to obtain any such requisite listing, registration, qualification, consent or approval.

Approval and Completion. Upon any dispute regarding the design of the Tenant Improvements, which is not settled within 10 business days after notice of such dispute is delivered by one party to the other, Landlord may make the final decision regarding the design of the Tenant Improvements. Any changes to the Tl Construction Drawings following Landlord’s and Tenant’s approval of same requested by Tenant shall be processed as provided in Section 4 hereof.

SLAP Approval Deadline. In the event SLAP Approval has not occurred on or before August 31, 2024 (the “SLAP Approval Deadline”), # interest shall resume accruing on the Outstanding Loan Amount under the Promissory Note effective as of September 1, 2024, and # the Parties shall promptly meet and discuss an alternative payment of the Outstanding Loan Amount and/or further extension of the Maturity Date. In the event no agreement in writing on such alternative payment and/or extension is reached by December 31, 2024, any Party may terminate this Agreement (which also terminates the JDA Termination Agreement under the terms thereof) by providing the other Parties written notice, after which no Party shall have any further obligation or liability to the other Parties under this Agreement or the JDA Agreement.

Landlord Approval Required. Tenant shall obtain Landlord’s written approval prior to the installation or removal of any Signage on the Premises. Prior to Tenant’s Signage installation, Tenant shall submit to Landlord for its review and approval, a scaled drawing of Tenant’s proposed Signage including colors, construction details, method of attachment, electrical loads and electrical plans. Any sign installed without the prior approval of Landlord will be brought into conformity or removed at Tenant’s expense.

Company Stockholder Approval. The approval and adoption of this Agreement and the approval of the Transactions by the Company Stockholders requires the affirmative vote of # the holders of a majority of the outstanding shares of Company Common Stock and Company Preferred Stock, voting together as a single class on an “as-converted” to Company Common Stock basis , # two-thirds of the outstanding shares of Company Series A Preferred Stock, voting as a separate class and # a two-thirds of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, in each case, given in writing or at a meeting in accordance with the Company Certificate of Incorporation (collectively, the “Company Stockholder Approval”). The Company Stockholder Approval is the only vote of holders of securities of the Company necessary to approve the Merger.

BRPA Stockholder Approval. The BRPA Stockholder Approval shall have been obtained.

Company Stockholder Approval. The Company Stockholder Approval shall have been obtained.

Company Stockholder Approval. As promptly as practicable after the SEC Approval Date, the Company shall # seek the Company Stockholder Approval via written consent (the “Written Consent”) and # in the event the Company determines it is not able to obtain the Written Consent, the Company shall call and hold a meeting of holders of Company Common Stock and Company Preferred Stock for the purpose of voting solely upon the Company Stockholder Approval (the “Company Stockholders Meeting”) as soon as reasonably practicable after the SEC Approval Date, provided that the Company Stockholders Meeting will occur no later than the date of the BRPA Special Meeting. In connection therewith, the Company shall use reasonable best efforts to, as promptly as practicable, # establish the record date (which record date shall be mutually agreed with BRPA) for determining the Company Stockholders entitled to provide such Written Consent or vote in such Company Stockholders Meeting, # cause the Consent Solicitation Statement to be disseminated to the Company Stockholders in compliance with applicable Legal Requirements and # solicit written consents or votes or proxies for use at the Company Stockholders Meeting, as applicable, from the Company Stockholders to give the Company Stockholder Approval. The Company, acting through the Company Board, shall recommend that the Company Stockholders approve and adopt this Agreement and the Transactions, including the Merger (the “Company Board Recommendation”) and shall include the Company Board Recommendation in the Consent Solicitation Statement, subject to the Company Board’s compliance with its fiduciary duties under applicable law. If the Company Stockholder Approval is obtained by written consent, then promptly following the receipt of the Written Consent, the Company will prepare and deliver to its stockholders who have not consented the notice required by [Section 228(e)] of the DGCL.