A Participant shall not be entitled to any benefits under this Plan unless he executes and does not subsequently revoke or materially breach an agreement that is comparable to the model agreement set forth in [Exhibit A] to the Plan. Except to the extent that Interpublic and the Participant may agree to modifications, such agreement shall:

Contingent Obligations. The Company will not, nor will it permit any Subsidiary to, make or suffer to exist any Contingent Obligation (including, without limitation, any Contingent Obligation with respect to the obligations of a Subsidiary) in respect of any Indebtedness except in connection with Indebtedness which if directly incurred by the Company or such Subsidiary, as applicable, would not result in a violation of [Sections 7.3(A) or 7.4]4].

Severance Pay and Benefits. In return for the execution of this Agreement, it becoming effective (see paragraph 17), and Pennypacker honoring all of its terms (and continuing to honor all of its terms), the Company will provide Pennypacker with the following pay and benefits.

Benefits of Agreement. This Agreement shall inure to the benefit of and be binding upon the successors, assigns and heirs of the respective parties. All obligations imposed upon the Grantee and all rights granted to the Company under this Agreement shall be binding upon Grantee's heirs, legal representatives, and successors. This Agreement shall be the sole and exclusive source of any and all rights which the Grantee, his heirs, legal representatives or successors may have in respect to the Plan or any Shares granted or issued hereunder, whether to himself or to any other person.

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.

Refinancing Debt as long as each Refinancing Condition is satisfied;

You have twenty-one (21) calendar days within which to consider this Agreement. You may not execute this Agreement until after your Last Day Worked (February 25, 2024). You may execute (accept) this Agreement at any time after your Last Day Worked and within the twenty-one (21) day review period by signing and dating this Agreement and then scanning and emailing it to [[Person A:Person]], Chief HR Officer, ​. Should you execute the Agreement, you have the right to revoke it, in writing, for a period of seven (7) calendar days after you execute it. Any such revocation also should be provided to [[Person A:Person]], Chief HR Officer, ​. This Agreement shall not become effective or enforceable until the seven-day revocation period has expired. However, if you execute this Agreement and do not exercise the right to revoke, this Agreement will immediately become a binding and enforceable contract.

Your employment is contingent upon the following: (1) passing background and reference checks; (2) executing a Confidential Information and Invention Assignment Agreement (CIIAA); and (3) providing legal proof of your identity and authorization to work in US.

Award Contingent Upon Execution of this Agreement. This Award is contingent upon the Participant’s timely execution and return to the Corporate Secretary of this Agreement.

Successors; Benefits of Warrant Agreement. All agreements of the Parent and the Company in this Warrant Agreement and the Warrants will bind its respective successors. Subject to the preceding sentence, this Warrant Agreement is for the sole benefit of the parties hereto and for the Holders, as such, from time to time, and nothing in this Warrant Agreement, or anything that may be implied from any provision of this Warrant Agreement, will confer on any other Person any right, claim or remedy.