Further Instruments. The parties agree to execute such further instruments and to take such further action as may be reasonably necessary to carry out the purposes and intent of this Agreement.

Further Instruments. The parties agree to execute such further instruments and to take such further actions as may be reasonably necessary to carry out the purposes and intent of this Agreement, including, without limitation, that, prior to receiving any Option Shares, Participant shall have executed a counterpart signature page to the Amended and Restated Voting Agreement dated May 10, 2013, as amended, and the Amended and Restated Right of First Refusal and Co-Sale Agreement dated May 10, 2013, as amended.

Further Instruments. The Assignee and the Assignor hereby agree that they will, from time to time, execute and deliver such further instruments as may be reasonably required to implement and effectuate the assignment and assumption pursuant to this Agreement.

Compliance with Existing Instruments and Applicable Law. Neither the Company nor any of the Subsidiaries is # in violation of its certificate of incorporation, by-laws or other organizational documents (the “Charter Documents”); # in violation of any U.S. or non-U.S. federal, state or local statute, law (including, without limitation, common law) or ordinance, or any judgment, decree, rule, regulation, order or injunction (collectively, “Applicable Law”) of any U.S. or non-U.S. federal, state, local or other governmental or regulatory authority, governmental or regulatory agency or body, court, arbitrator or self-regulatory organization (each, a “Governmental Authority”), applicable to any of them or any of their respective properties; or # in breach of or default under, and there is no condition that would constitute, a Debt Repayment Triggering Event (as hereafter defined) any bond, debenture, note, loan or other evidence of indebtedness, indenture, mortgage, deed of trust, lease or any other agreement or instrument to which any of them is a party or by which any of them or their respective property is bound (collectively, the “Applicable Agreements”), except, in the case of clauses # (only in the case of Priory and its subsidiaries), (ii) and (iii) for such violations, breaches or defaults that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or as otherwise disclosed in the Time of Sale Document and the Final Offering Memorandum. As used herein, a “Debt Repayment Triggering Event” means any event or condition that gives, or with the giving of notice or lapse of time would give, the holder of any note, debenture or other evidence of indebtedness (or any person acting on such holder’s behalf) the right to require the repurchase, redemption or repayment of all or a portion of such indebtedness by the Company or any of the Subsidiaries or any of their respective properties.

Compliance With Laws, Instruments, Applicable Permits, Etc. Borrower shall promptly comply, or cause compliance, in all material respects with all Legal Judgments (including Legal Judgments relating to environmental protection, employment practices, terms and conditions of employment, wages and hours, equal employment opportunity or employee benefit plans, ERISA Plans and employee safety.

Section # Compliance with Laws, Other Instruments, Etc. 7

Documents, Mortgages, and Instruments. Each federal, state, commonwealth, local, foreign, or other governmental agency is authorized to accept any and all documents, mortgages, and instruments necessary or appropriate to effectuate, implement, or consummate the Plan, including the Restructuring Transactions, and this Confirmation Order.

Section # Compliance with Laws, Other Instruments, Etc. The execution, delivery and performance by each [[Subsidiary Guarantors:Organization]] of this Subsidiary Guaranty Agreement will not

Section # Compliance with Other Instruments, Laws, etc. Neither the Company nor any of its Subsidiaries is in violation of any provision of its Organizational Documents, or any

Compliance. ​ shall at all times comply with all applicable laws related ​’s performance of its obligations hereunder. Without limiting the foregoing, ​ shall ensure the Products and any related packaging conform fully to any applicable law. ​ shall manufacture the Product in accordance with all applicable FDA, TRG and/or Q-Code specifications and shall also maintain effective quality systems that minimize the potential for product quality, regulatory and compliance issues.