Automatic Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share as determined in accordance with Section 2.3 above is greater than the Exercise Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to have been exercised pursuant to Section 2.2 above as to all Shares for which it shall not previously have been exercised, and the Company shall, within a reasonable time following Holder’s written request, deliver a certificate, which may be in electronic form (or, in the case of uncertificated securities, provide notice of book entry) representing the Shares issued to Holder upon such exercise.

On the date of each annual meeting of the Company’s stockholders (or as soon as practicable thereafter), each Outside Director shall receive a grant of whole Restricted Shares or Stock Units equal to the quotient of # $175,000 or such other amount as is approved, from time to time, by the Board or Committee as part of the Company’s non-employee director compensation program, divided by # the Fair Market Value of a Share as of the grant date. The Restricted Shares or Stock Units granted under this Section 4(e)(i) shall vest on the first anniversary of the date of grant (or, if earlier, the date of the Company’s next annual meeting of stockholders in the year following the date of grant). Notwithstanding the foregoing, each Restricted Share or Stock Unit granted under this Section 4(e)(i) shall become vested if a Change in Control occurs with respect to the Company during the Outside Director’s Service.

Relief from the Automatic Stay. Second Lien Agent, for itself and on behalf of the other Second Lien Secured Parties, agrees that, so long as the Discharge of First Lien Debt has not occurred, no such Second Lien Secured Parties shall, without the prior written consent of First Lien Agent, seek or request relief from or modification of the automatic stay or any other stay proceedings in any Insolvency or Liquidation Proceeding in respect of any part of the Collateral, any proceeds thereof or any Lien securing any of the Second Lien Debt.

1.1For Cause. Company shall have the right to terminate the employment of Employee hereunder at any time for Cause (as hereinafter defined). provided, however, that Employee shall not be deemed to have been terminated for Cause without # at least three days' prior written notice to Employee setting forth the reasons for the Company's intention to terminate for "Cause", # an opportunity for the Employee, together with his counsel, to be heard before the Board, and # delivery to the Officer of a written notice of termination (which date of delivery of such notice shall be the Early Termination Date), as defined herein, from the Board finding that in the good faith opinion of the Board, Employee engaged in the conduct set forth therein, and specifying the particulars thereof in detail. For purposes of this Agreement "Cause" shall mean the occurrence of any of the following acts or events by or relating to Employee: # any material misrepresentation by Employee in this Agreement; # any material breach of any obligations of Employee under this Agreement; # habitual insobriety or use of illegal drugs by Employee while performing his duties hereunder or which adversely affects Employee’s performance of his duties hereunder, # any gross negligence of intentional misconduct with respect to the performance of Employee’s duties under this Agreement, and/or # Employee’s theft or embezzlement, from the Company, willful dishonesty towards, fraud upon, or deliberate injury or attempted injury to, the Company, Employee shall not be entitled to any other compensation hereunder for any period subsequent to the effective date of termination.

Registration Limitation. In no event shall the number of Shares included in a Purchase Notice exceed the number of Common Shares registered in respect of the transactions contemplated hereby under the Registration Statement then in effect (the “Registration Limitation”). In connection with each Purchase Notice, any portion of the number of Shares requested to be purchased that would exceed the Registration Limitation shall automatically be withdrawn with no further action required by [[Organization B:Organization]] or [[Organization A:Organization]], and such Purchase Notice shall be deemed automatically modified to reduce the aggregate amount of Shares requested in such Purchase Notice by an amount equal to such withdrawn portion; provided that in the event of any such automatic withdrawal and automatic modification, [[Organization A:Organization]] will promptly notify [[Organization B:Organization]] of such event, including the number of Shares affected by such withdrawal or modification.

Uniformity. The "Automatic Deferral Percentage" must be a uniform percentage of Compensation. The "Automatic Deferral Percentage" is the percentage of Automatic Deferral which the Employer elects in the Adoption Agreement (including any schedu led increase to the "Automatic Deferral Percentage"). However, the Plan does not violate the uniform "Automatic Deferral Percentage" merely because:

The automatic enrollment by an Eligible Employee in the Plan as of an Enrollment Date will constitute the grant as of such Enrollment Date by the Company to such Participant of an option to purchase Shares from the Company pursuant to the Plan.

Subject to the terms and conditions of this Agreement, at the Closing, the Seller agrees to sell and deliver to Next Investment Group Limited (the “Subsidiary”), a company wholly owned by the Purchaser, and the Purchaser agrees to purchase from the Seller such number of Purchased Shares, free and clear of any and all Encumbrances, and for such purchase price as set forth opposite the seller’s name on Exhibit A. The total purchase price payable by the Purchaser for the Purchased Shares is herein referred to as the “Purchase Price”.

Purchase Volumes. [Section 3.2] (Purchase Volumes) of the Contract is hereby deleted in its entirety and restated as follows:

Purchase Price. The initial purchase price for the LLC Interests is $25,000,000 (the “Initial Purchase Price”). The Initial Purchase Price will be adjusted pursuant to Section 2.2(a) (as adjusted, the “Closing Date Purchase Price”), and further adjusted pursuant to Section 2.2(b) (as finally adjusted, the “Final Closing Date Purchase Price”). Upon execution of this Agreement, ​ has paid to Seller the amount of $1,000,000 as a deposit against the Initial Purchase Price (the “Deposit”). ​ shall have no right to return of the Deposit except upon termination of this Agreement as provided in Section 8.3.