Retention Bonuses Availability. In recognition of Executive’s continued service with Employer through and until the employment dates set forth below (the "Retention Periods") and in addition to Executive’s market-based, regular salary, the Employer is offering Executive retention bonuses in the amounts set forth below, less all applicable withholdings and deductions required by law (the "Retention Bonuses"). Executive will be eligible to receive one or both of the Retention Bonuses if all of the following eligibility criteria are satisfied:

Availability of Funds. The Purchaser will have all of the funds necessary to pay the Purchase Price and consummate the Transactions under this Agreement at the Closing.

Minimum US Availability. Permit US Availability to less than # $2,000,000 at any time between and including the Seventh Amendment Effective Date and June 15, 2018, or # $3,000,000 at any time on or after June 16, 2018.

Availability of Funds. Farmee has cash available or has existing borrowing facilities or other sources of immediately available funds which together are sufficient to enable it to consummate the transactions contemplated herein and the obligations attributable to the Farmee Interest under the Contract and this Agreement.

Unsuppressed Canadian Availability. As long as there are any Canadian Total Revolving Credit Outstandings, permit the amount equal to the Canadian Borrowing Base minus Canadian Total Revolving Credit Outstandings to be less than $500,000 at any time.

Availability of Facility. Subject to the terms of this Agreement, the facility is available from the date hereof to the Termination Date, and the Borrowers may borrow, repay and reborrow at any time prior to the Termination Date. The Commitments to lend hereunder shall expire on the Termination Date. Principal payments made after the Termination Date may not be reborrowed.

Availability of Loans. An Eligible Borrower’s ability to take out a Participant Loan shall be subject to such restrictions as may be set forth in the Loan Procedures, the Code, ERISA and the Plan. An Eligible Borrower may not extend or shorten the term of an outstanding Participant Loan. The Loan Procedures may impose a Participant Loan application or processing fee, and may require that such fee be paid by the liquidation of a portion of the Eligible Borrower’s Accounts.

“Availability Period” means the period from and including the Closing Date to 90 days following the Closing Date.

“Delayed Draw Availability Period” means the period from and including the Closing Date to the date that is twelve (12) months following the Closing Date.

The Closing shall take place at the offices of the Purchaser's legal counsel on the Closing Date or upon such earlier or later time and date and such place as may be agreed upon among the Parties.