ESTABLISHMENT OF TARGET INCENTIVE AWARDS AND PERFORMANCE OBJECTIVES -The Company will establish in writing a Target Incentive Award for each Participant for the Plan Period. The Compensation Committee will establish the Performance Objectives and a range of values for the Performance Objectives for the Plan Period, with each such value corresponding to a percentage of the Target Incentive Award that may be earned for achievement of the Performance Objectives (the “Incentive Awards”). For example, the Compensation Committee may establish a threshold level of achievement of each Performance Objective which, if not attained, will result in no Incentive Award, and the Committee may likewise establish a “stretch” level of achievement of each Performance Objective which, if attained, will result in an Incentive Award greater than 100% of the Target Incentive Award. In establishing the level of Performance Objectives to be attained and in determining the actual level of achievement of each Performance Objective, the Compensation Committee may disregard or offset the effect of such factors as extraordinary and/or nonrecurring items as determined in accordance with generally accepted accounting principles, changes in accounting standards, differences between actual foreign currency exchange rates during a Plan Period and the foreign currency exchange rates assumed in the Company’s financial plan for the Plan Period as presented to the Board of Directors and the Compensation Committee, the Company’s consolidation entries directly impacting the business units and other unusual items or circumstances approved by the Compensation Committee and/or Board.

[[Organization B:Organization]] shall ensure that, during the Pre-Closing Period:

Operation, Administration and Definitions. The operation and administration of the Plan, including the Awards made under the Plan, shall be subject to the provisions of Section 4 (relating to operation and administration). Capitalized terms in the Plan shall be defined as set forth in the Plan (including the definition provisions of Section 7 of the Plan).

The Borrowers shall cause the Properties to be operated, in all material respects, in accordance with the applicable Management Agreement or Replacement Management Agreement. In the event that any Management Agreement expires or is terminated (without limiting any obligation of any Borrower to obtain the Agent’s consent to any termination or modification of such Management Agreement in accordance with the terms and provisions of this Agreement), the Borrower that was a party to such Management Agreement shall promptly, after obtaining the Agent’s Approval, enter into a Replacement Management Agreement with any Manager or a Qualified Manager, as applicable.

Operation of the Properties. No Borrower, without the Agent’s prior Approval, shall: # surrender, terminate or cancel any Management Agreement (including any termination in connection with any Borrower electing to enter into a replacement Management Agreement or any Borrower electing not to enter into a replacement Management Agreement and operate any Property unbranded); # reduce or consent to the reduction of the term of any Management Agreement other than as a result of a termination permitted hereunder or consented to by the Agent; # increase or consent to the increase of the amount of any charges or fees under any Management Agreement; or # otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Management Agreement in any material respect.

Until such time as the Company has received subscriptions for Shares resulting in gross subscription proceeds equal to the Minimum Offering (as defined below) and the funds in the Escrow Account are disbursed from the Escrow Account in accordance with Section 2(b) hereof, Subscribers will be instructed to make checks, drafts, wires, Automated Clearing House (ACH) or money orders (“Instruments of Payment”) for subscriptions payable to the order of “[[Escrow Agent:Organization]], as Escrow Agent for [[Company:Organization]]”. Completed subscription agreements and Instruments of Payment for the purchase price shall be remitted to the address designated for the receipt of such agreements and Instruments of Payment. Any Instruments of Payment made payable to a party other than the Escrow Agent shall be returned to the Dealer Manager or the Dealer who submitted such Instrument of Payment. When the Dealer’s internal supervisory procedures are conducted at the site at which the Instruments of Payment and the Subscription Materials (as defined below) are initially received by the Dealer, by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, the Dealer will send to the Escrow Agent such Instruments of Payment along with each Subscriber’s name, address, executed IRS Form W-9, number and class of Shares purchased and purchase price remitted and any other subscription documentation (the “Subscription Materials”). When the Dealer’s internal supervisory procedures are conducted at a different location (the “Final Review Office”), the Dealer shall transmit the Instruments of Payment and the Subscription Materials to the Final Review Office by the end of the next business day after receipt of any Instruments of Payment and Subscription Materials, and then the Final Review Office will, by the end of the next business day following its receipt of the Instruments of Payment and the Subscription Materials, forward the Instruments of Payment and the Subscription Materials to the Escrow Agent. To the extent that subscription agreements and payments are remitted by the Processing Agent, the Company, the Dealer Manager or a Dealer, the Processing Agent, the Company, the Dealer Manager or a Dealer, as applicable, will furnish to the Escrow Agent a list detailing information regarding such subscriptions as set forth in Exhibit A. The Processing Agent will promptly deliver all monies received in good order from Subscribers (or from the Company, the Dealer Manager or Dealers transmitting monies and subscriptions from Subscribers) for the payment of Shares to the Escrow Agent for deposit in the Escrow Account. Deposits shall be held in the Escrow Account until such funds are disbursed in accordance with Section 2. Prior to disbursement of the funds deposited in the Escrow Account, such funds shall not be subject to claims by creditors of the Company or any of its affiliates. If any of the Instruments of Payment are returned to the Escrow Agent for nonpayment prior to the satisfaction of the Minimum Amount, the Escrow Agent shall promptly notify the Processing Agent and the Company in writing via mail, email or facsimile of such nonpayment, and the Escrow Agent is authorized to debit the Escrow Account, as applicable, in the amount of such returned payment as well as any interest earned on the amount of such payment and the Processing Agent shall delete the appropriate account from the records maintained by the Processing Agent. The Processing Agent will maintain a written account of each sale, which account shall set forth, among other things, the following information: # the Subscriber’s name and address, # the number and class of Shares purchased by such Subscriber, and # the amount paid by such Subscriber for such Shares. Prior to the satisfaction of the Minimum Amount, neither the Company nor the Dealer Manager will be entitled to any funds received into the Escrow Account. Notwithstanding the foregoing, prior to the satisfaction of the Minimum Amount, upon the written request of a Subscriber (which may be delivered by the Company or Dealer Manager) to withdraw their purchase order and request a full refund, the Escrow Agent shall disburse directly to such Subscriber the principal amount of the subscription payment from such Subscriber received by the Escrow Agent plus any interest accrued thereon.

[PFG—FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT]

No Other Warranty. THE CO-OWNED SUBJECT MATTER IS ASSIGNED TO EACH PARTY BY THE OTHER PARTY EXCLUSIVELY ON AN “AS IS” BASIS WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND. THE PARTY MAKING SUCH ASSIGNMENT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, CONTINUOUS OPERATION, QUALITY, AND ACCURACY.

Operation of Ai-nova Acquisition Corp. Each Party agrees to take all actions necessary to ensure that Ai-nova Acquisition Corp shall be operated in accordance with the terms of this Agreement and the other Transaction Documents, including, without limitation, to vote all Securities held by it (and to cause all Securities held by its permitted transferees under Section 8 to be voted) and to cause the Directors nominated by it to vote to effect the terms hereof.

Co-op Loan: No Pledge. With respect to each Co-op Loan, there is no prohibition against pledging the Co-op Shares or assigning the Proprietary Lease. With respect to each Co-op Loan, # the term of the related Proprietary Lease is longer than the term of the Co-op Loan, # there is no provision in any Proprietary Lease which requires the Mortgagor to offer for sale the Co-op Shares owned by such Mortgagor first to the Co-op Corporation, # there is no prohibition in any Proprietary Lease against pledging the Co-op Shares or assigning the Proprietary Lease and # the Recognition Agreement is on a form of agreement published by Aztech Document Systems, Inc. as of the date hereof or includes provisions which are no less favorable to the lender than those contained in such agreement.