Re: Accelerated Vesting Terms of Equity Awards

Debt Cancellation. ​ shall not cancel or otherwise forgive or release any claim or debt (other than termination of Leases, and then only to the extent permitted in accordance herewith) owed to ​ by any Person, except for adequate consideration and in the ordinary course of ​’s business.

SHARE CANCELLATION. Immediately prior to the Effective Time, and contingent upon the consummation of the Merger, all of the 9,950,000 shares of common stock of [[Organization A:Organization]] in [[Star Vending:Organization]] shall be cancelled in exchange for and in consideration of the rights acquired by [[Organization A:Organization]] in the Agreement and Plan of Merger through this Agreement, and such shares shall be of no further force and effect.

Cancellation Fee. If the ​ at any time notifies ​ in writing that the ​ is canceling the closing of the purchase and sale of any Accepted Note, or if ​ notifies the ​ in writing under the circumstances set forth in the last sentence of [Section 2(f)] or the penultimate sentence of Section 3.2 that the closing of the purchase and sale of such Accepted Note is to be canceled, or if the closing of the purchase and sale of such Accepted Note is not consummated on or prior to the last day of the Issuance Period (the date of any such notification, or the last day of the Issuance Period, as the case may be, being the “Cancellation Date”), the ​ will pay to each Purchaser which shall have agreed to purchase such Accepted Note no later than one day after the Cancellation Date in immediately available funds an amount (the “Cancellation Fee”) calculated as follows:

Automatic Re-enrollment. The payroll deduction rate or amount, as applicable, selected by the Participant for an Offering shall remain in effect for subsequent Offerings unless the Participant timely submits new enrollment documents to change the Contribution amount for a subsequent Offering Period in accordance with the rules established by the Committee.

No Re-Employment. You agree that your employment relationship with the Company and its affiliates is being permanently and irrevocably severed, and you agree that any failure to re-employ you for any reason will not constitute a discriminatory action and you further covenant and agree not to make any claim or commence any action based upon a failure to re-employ you. The Agreement specifically does not concern, limit or otherwise affect your continuing and ongoing role, duties or compensation as a Member of the GTJ Board of Directors.

Quebec Re-conveyance. On the Final Payout Date, the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), shall automatically and without the requirement for any instrument of assignment or other document, on such day re-convey to the SPV the universality of all Quebec Assets arising on the Final Payout Date or thereafter (and excluding, for greater certainty, the universality of all Quebec Assets arising or existing at any time before the Final Payout Date), together with all rights, remedies, powers and privileges with respect to such Quebec Assets. Such re-conveyance by the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), to the SPV shall be effected without any representation or warranty (express, implied, legal, statutory or otherwise) except for the warranty by the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), that the re-conveyed assets are not subject to any lien created by or through the Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable). The Administrative Agent, on behalf of the Funding Agents (on behalf of the Conduit Investors or the Alternate Investors, as applicable), shall, at the SPV’s expense, promptly execute and deliver all instruments and documents and take all other actions that may be reasonably necessary or advisable and that the SPV may reasonably request in order to give effect to such re-conveyance, and to perfect and render same opposable to third persons under applicable laws.

No Re-employment. Employee waives any claim to reinstatement or re-employment with the Released Parties and agrees not to bring any claim based upon the failure or refusal of the Released Parties to employ Employee hereafter.

CANCELLATION OR RESCISSION OF AWARDS SECTION 12.

Immediate vesting, exercisability or settlement of outstanding Awards followed by the cancellation of such Awards upon or immediately prior to the effectiveness of such transaction; or