This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of New York, applicable to agreements made and to be performed in New York. This Agreement supersedes all prior Agreements and understandings relating to the subject matter hereof, and this Agreement may not be modified or amended or any term or provision thereof waived or discharged except in writing signed by the party against whom such amendment, modification, waiver or discharge is sought to be enforced. No waiver of any provision of this Agreement shall be valid unless in writing and signed by the person or party to be charged.

This Agreement is personal and shall not be assignable by Lyke and its terms, covenants and conditions shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

This Agreement is personal and shall not be assignable by Silva and its terms, covenants and conditions shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

Confidentiality of this Agreement. The terms of this Agreement may not be revealed by the Parties to any third party (except to each of the Parties’ agent(s), attorney(s), accountant(s) and manager(s), each of whom will observe confidentiality, or if legally required to do so by statute, regulation, judicial or governmental order or by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process in a judicial or governmental proceeding or in connection with legal action or arbitration to enforce this Agreement).

This Agreement is personal and shall not be assignable by Shulman and its terms, covenants and conditions shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

This Agreement is personal and shall not be assignable by Greenblatt, and its terms, covenants and conditions shall be binding upon and inure to the benefit of the Company, or its successors and assigns.

All Shares subject to this Award will, upon execution of this RSA Agreement, be delivered and deposited with an escrow holder designated by the Company (the “Escrow Holder”). The Shares subject to this Award will be held by the Escrow Holder until the Expiration Date.

SERP. Executive recognizes and agrees that pursuant to the ​ Supplemental Retirement Plan for Executive Officers (the “SERP”), Executive shall receive $698,400.00 (the “SERP Payment”), representing the balance of his Supplemental Retirement Account (as defined in the SERP), contingent upon his execution of this Agreement and strict

Employment Agreement Supersedes Award Agreement. In the event a Participant is a party to an employment agreement with the Company or an Affiliate that provides for an annual incentive opportunity on terms more favorable to the Participant than the Participant’s Annual Incentive Award under this Plan, the employment agreement shall be controlling with respect to such Award and an employment agreement or modification to an employment agreement shall be deemed to modify the terms of any pre-existing Annual Incentive Award only if the terms of the employment agreement expressly so provide.

Contingent Liability Earnout. The Parties acknowledge and agree that no Parent Contingent Earnout Documents are necessary to document the ongoing requirement of the Parent to share with the Parent shareholders of record on the day before the Closing that such shareholders shall be entitled to receive one-half of the net proceeds on an as-received basis from an enforced, final non-appealable judgment from any litigation arising out of the Commercial Lease Default, in accordance with the provisions of [Section 6.1(e)]. The Parent and the Company re-confirm their intent to continue to pursue this litigation post-Closing.