The terms "herein", "hereof" and "hereunder" and other words of similar import refer to this Agreement as a whole and not to any particular section, paragraph or subdivision. All references herein to Articles, Sections, Exhibits and Schedules shall be construed to refer to Articles and Sections of, and Exhibits and Schedules to, this Agreement. Any pronoun used shall be deemed to cover all genders. Wherever appropriate in the context, terms used herein in the singular also include the plural and vice versa. All references to statutes and related regulations shall include any amendments of same and any successor statutes and regulations. Unless otherwise provided, all references to any instruments or agreements to which ​ is a party, including references to any of the Other Documents, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. All references herein to the time of day shall mean the time in New York, New York. Unless otherwise provided, all financial calculations shall be performed with Inventory valued on a first-in, first-out basis. Whenever the words "including" or "include" shall be used, such words shall be understood to mean "including, without limitation" or "include, without limitation." A Default or Event of Default shall be deemed to exist at all times during the period commencing on the date that such Default or Event of Default occurs to the date on which such Default or Event of Default is waived in writing pursuant to this Agreement or, in the case of a Default, is cured within any period of cure expressly provided for in this Agreement; and an Event of Default shall "continue" or be "continuing" until such Event of Default has been waived in writing by the Required Lenders. Any Lien referred to in this Agreement or any of the Other Documents as having been created in favor of ​, any agreement entered into by ​ pursuant to this Agreement or any of the Other Documents, any payment made by or to or funds received by ​ pursuant to or as contemplated by this Agreement or any of the Other Documents, or any act taken or omitted to be taken by ​, shall, unless otherwise expressly provided, be created, entered into, made or received, or taken or omitted, for the benefit or account of ​ and Lenders. Wherever the phrase "to the best of Loan Parties' knowledge" or words of similar import relating to the knowledge or the awareness of any Loan Party are used in this Agreement or Other Documents, such phrase shall mean and refer to # the actual knowledge of a senior officer of any

Certain Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of this Agreement to indemnify Indemnitee on account of any proceeding with respect to # remuneration paid to Indemnitee if it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect, both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication, as indicated in [Section 11(d)] below); # a final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee’s conduct from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Exchange Act, or other provisions of any federal, state or local statute or rules and regulations thereunder; # a final judgment or other final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted willful misconduct (but only to the extent of such specific determination); or # on account of conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding or action to establish rights and liabilities under this Agreement.

Certain Tax Matters. Notwithstanding anything to the contrary herein, the General Partner shall place appropriate restrictions on the ability of the Limited Partners of the Company to exercise their Exchange Rights as and if deemed necessary to ensure that the Company does not constitute a “publicly traded partnership” under Section 7704 of the Code. If and when the General Partner determines that imposing such restrictions is necessary, the General Partner shall give prompt written notice thereof to each of the Limited Partners and take such other actions as may be necessary or appropriate in furtherance of the foregoing. Notwithstanding the foregoing, as long as the Warrants remain outstanding or the Exercise Units have not been redeemed or exchanged pursuant to the terms of this Agreement, the General Partner shall cause the Company not to have more than fifty (50) “partners” within the meaning of U.S. Treasury Regulations Section 1.7704-1(h) and as calculated without regard to the Warrants and the Exercise Units.

Certain FATCA Matters. For purposes of determining withholding Taxes imposed under FATCA, the Loan Parties and ​ shall treat (and ​ hereby authorize ​ to treat) this Agreement and the Loans as not qualifying as “grandfathered obligations” within the meaning of Treasury Regulation Section 1.1471-2(b)(2)(i).

Each ​ # represents and warrants, as of the date such Person became a ​ party hereto, to, and # covenants, from the date such Person became a ​ party hereto to the date such Person ceases being a ​ party hereto, for the benefit of, the Administrative Agent and not, for the avoidance of doubt, to or for the benefit of any Loan Party, that at least one of the following is and will be true:

Certain Tax Matters. The Participant expressly acknowledges that because this Award consists of an unfunded and unsecured promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. The Participant shall be responsible for satisfying and paying all taxes arising from or due in connection with the vesting and settlement of the Award. The Company and its subsidiaries shall have no liability or obligation related to the foregoing.

Each Lender represents and warrants, as of the date it became a Lender party hereto, and covenants, from the date it became a Lender party hereto to the date it ceases being a Lender party hereto, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of the Borrowers and Guarantors, that at least one of the following is and will be true: # Lender is not using "plan assets" (within the meaning of ERISA [Section 3(42)] or otherwise) of one or more Benefit Plans with respect to Lender's entrance into, participation in, administration of and performance of the Revolving Loans, Letters of Credit, Commitments or Loan Documents; # the transaction exemption set forth in one or more PTEs, such as PTE 84-14 (a class exemption for certain transactions determined by independent qualified professional asset managers), PTE 95-60 (a class exemption for certain transactions involving insurance company general accounts), PTE 90-1 (a class exemption for certain transactions involving insurance company pooled separate accounts), PTE 91-38 (a class exemption for certain transactions involving bank collective investment funds) or PTE 96-23 (a class exemption for certain transactions determined by in-house asset managers), is applicable with respect to Lender's entrance into, participation in, administration of and performance of the Revolving Loans, Letters of Credit, Commitments and Loan Documents; (C) (i) Lender is an investment fund managed by a "Qualified Professional Asset Manager" (within the meaning of Part VI of PTE 84-14), # such Qualified Professional Asset Manager made the investment decision on behalf of Lender to enter into, participate in, administer and perform the Revolving Loans, Letters of Credit, Commitments and Loan Documents, # the entrance into, participation in, administration of and performance of the Revolving Loans, Letters of Credit, Commitments and Loan Documents satisfies the requirements of sub-[sections (b) through (g)] of Part I of PTE 84-14, and # to the best knowledge of Lender, the requirements of subsection # of Part I of PTE 84-14 are satisfied with respect to Lender's entrance into, participation in, administration of and performance of the Revolving Loans, Letters of Credit, Commitments and Loan Documents; or # such other representation, warranty and covenant as may be agreed in writing between Agent, in its discretion, and Lender.

If any reimbursements or in-kind benefits provided by the Company pursuant to this Agreement would constitute deferred compensation for purposes of Section 409A of the Internal Revenue Code of 1986, as amended, such reimbursements or in-kind benefits will be subject to the following rules: # the amounts to be reimbursed, or the in-kind benefits to be provided, will be determined pursuant to the terms of the applicable benefit plan, policy or agreement and shall be limited to Executive’s lifetime and the lifetime of Executive’s eligible dependents; # the amount eligible for reimbursement, or the in-kind benefits provided, during any calendar year may not affect the expenses eligible for reimbursement, or the in-kind benefits provided, in any other calendar year; # any reimbursement of an eligible expense shall be made on or before the last day of the calendar year following the calendar year in which the expense was incurred; and # Executive’s right to an in-kind benefit or reimbursement is not subject to liquidation or exchange for cash or another benefit.

Certain Tax Matters. It is the intent of the parties hereto that the Exchange qualify as an exchange described in Section 351 of the Code. Each of the parties shall use their respective reasonable best efforts to cause the Exchange to qualify as an exchange within the meaning of Section 351(a) of the Code, and will not take, or will not agree to take, any action that would prevent the Exchange from qualifying as such an exchange. Unless otherwise required pursuant to a “determination” within the meaning of Section 1313(a) of the Code, each of the parties shall report the Exchange for U.S. federal income tax purposes as an exchange within the meaning of Section 351(a) of the Code.

Each Lender # represents and warrants, as of the date such Person became a Lender party hereto, to, and # covenants, from the date such Person became a Lender party hereto to the date such Person ceases being a Lender party hereto, for the benefit of, Agent and not, for the avoidance of doubt, to or for the benefit of any Borrower or any other Loan Party, that at least one of the following is and will be true:

Bershad expressly acknowledges that because this Award consists of an unfunded and unsecured conditional promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Award. By accepting this Award, Bershad agrees to be responsible for all taxes (including any withholding taxes) to which he may be subject by reason of the vesting of or payment under the Award.

Certain Interpretive Matters. Unless the context otherwise requires: # all references to Sections, are to Sections of this Agreement; # each term defined in this Agreement has the meaning assigned to it; # each accounting term not otherwise defined in this Agreement has the meaning assigned to it in accordance with generally accepted accounting principles; # words in the singular include the plural and vice-versa; and # the term “including” means “including without limitation.” All references to laws in this Agreement will include any applicable amendments thereunder. All references to $ or dollar amounts will be to lawful currency of the United States.

Certain Interpretive Matters. Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Certain Interpretive Matters. Unless the context of this Agreement otherwise requires, # “it” or “its” or words of any gender include each other gender, # words using the singular or plural number also include the plural or singular number, respectively, # the terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement, # the terms “Article,” “Section,” “Annex” or “Exhibit” refer to the specified Article, Section, Annex or Exhibit of or to this Agreement, # the terms “include,” “includes” and “including” will be deemed to be followed by the words “without limitation” (whether or not so expressed), and # the word “or” is disjunctive but not exclusive. Whenever this Agreement refers to a number of days, such number will refer to calendar days unless business days are specified and whenever action must be taken (including the giving of notice or the delivery of documents) under this Agreement during a certain period of time or by a particular date that ends or occurs on a non-business day, then such period or date will be extended until the immediately following business day. As used herein, “business day” means any day other than Saturday, Sunday or a United States federal holiday.

The Participant expressly acknowledges that because this Program Award consists of an unfunded and unsecured conditional promise by the Company to deliver Shares in the future, subject to the terms hereof, it is not possible to make a so-called “83(b) election” with respect to the Program Award. By accepting this Program Award, the Participant agrees to be responsible for all taxes (including any withholding taxes) to which he may be subject by reason of the vesting of or payment under the Program Award.

Notification of Certain Matters. YourSpace shall give prompt notice to the Company of # the occurrence or non-occurrence of any event, which would cause any YourSpace representation or warranty contained in this Agreement to be untrue or inaccurate at or prior to the Closing Date and # any failure of YourSpace to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by it hereunder; provided, however, that the delivery of any notice pursuant to this [Section 5.5] shall not limit or otherwise affect the remedies available hereunder to the Company.

Construction. ​ has the right, subject to ​ approval, which approval shall not be unreasonably withheld, conditioned or delayed, to retain its own contractor (the “Outside Contractor”), designers and engineers to perform the ​ Improvements. Once commenced, ​ shall complete the ​ Improvements in material compliance with the ​ Working Drawings. ​ and ​ have agreed that the costs of such ​ Improvements shall be paid by ​, although ​ shall provide ​ an allowance of up to 32.81 per rentable square foot of office spaced leased to be utilized toward the cost of the ​ Improvements (hereafter called the “T. I. Allowance”). The T. I. Allowance shall be used only for the payment of costs relating to the construction of the ​ Improvements (including the cost of preparing the ​ Working Drawings and a construction management fee payable to ​’s construction manager in the total amount of three percent (3%) of the total cost of the ​ Improvements), which costs ​ shall pay directly out of the T. I. Allowance, for the credit of ​, and in no event shall any part of the T. I. Allowance be paid to or payable to ​, except for the portion that is allocable to the purchase by ​ of FF&E. Any costs of the ​ Improvements which exceed the T. I. Allowance shall be the financial responsibility of ​. Any improvements to the Premises, other than as shown on the ​ Working Drawings, and the furnishing of the Premises, shall be made by ​ at the sole cost and expense of ​, subject to all other provisions of this Lease Agreement, including compliance with all applicable governmental laws, ordinances and regulationsTenant may apply 10% of the T.I. Allowance for the purchase and installation of FF&E. The T.I. Allowance shall be paid monthly in arrears during completion of the ​ Improvements in accordance with usual and customary construction disbursement procedures.