Consideration. As consideration for the Shares, GMPW will pay Seller a total of Two Million Eight Hundred Thousand U.S. Dollars ($2,800,000), which shall be payable in a combination of cash and common stock as follows:

Consideration. Executive acknowledges that the Severance Pay, the Outplacement Consideration, the Healthcare Consideration, and other consideration set forth herein exceeds that to which Executive would otherwise be entitled upon termination of employment without providing a release of claims under the normal operation of the Company’s benefit plans, policies, and/or practices. Irrespective of whether Executive signs this Agreement, Executive will be paid all compensation earned through the Termination Date.

Consideration. The grant of the Option is made in consideration of the services to be rendered by the Participant to the Company and is subject to the terms and conditions of the Plan.

Consideration. The grant of the Restricted Stock Units is made in consideration of the services to be rendered by the Grantee to the Company.

Consideration. Employee acknowledges that the benefits described in this Agreement are benefits to which they would not be entitled but for this Agreement.

Consideration. In consideration for Employee's execution of this Agreement and the fulfillment of the promises contained herein, Employer agrees to make the following payments, to which Employee is not otherwise entitled:

Consideration. As remuneration for the exclusive license under Section 2.1:

Consideration. If Executive signs this Agreement no later than May 3, 2017 and does not revoke it and complies with its terms, and Executive signs the Bring Down Release described in Section 5(e) below no earlier than the Separation Date and no later than 21 days after the date Executive executes this Agreement and does not revoke it, the Company agrees:

Purchase of Common Shares. Subject to the satisfaction (or waiver) of the conditions set forth in Sections 6 and 7 below, the Company shall issue and sell to each Buyer, and each Buyer severally, but not jointly, agrees to purchase from the Company on the Closing Date (as defined below) such aggregate number of Common Shares as is set forth opposite such Buyer’s name in column # on the Schedule of Buyers.

Payment for Purchase Shares. For each Purchase, ​ shall, on the Put Closing Date, pay to ​ an amount equal to the Purchase Amount with respect to such Purchase as full payment for such Purchase Shares via wire transfer of immediately available funds three (3) Business Days after ​ receives such Purchase Shares, if such Purchase Shares are received by ​ before 1:00 p.m., Eastern time, or, if such Purchase Shares are received by ​ after 1:00 p.m., Eastern time, the third (3rd) Business Day. If for any reason or for no reason ​ does not receive the Purchase Shares as DWAC Shares (other than ​’s inability to receive such DWAC Shares) or delivery by other means of such Purchase Shares to ​ in respect of a Purchase within four (4) Business Days following the receipt by ​ of the Purchase Price therefor in compliance with this Section 2(b), and if on or after such Business Day ​ purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by ​ of such Purchase Shares that ​ anticipated receiving from ​ in respect of such Purchase, then ​ shall, within three (3) Business Days after ​’s request, either # pay cash to ​ in an amount equal to ​’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased (the “Cover Price”), at which point ​’s obligation to deliver such Purchase Shares as DWAC Shares shall terminate, or # promptly honor its obligation to deliver to ​ such Purchase Shares as DWAC Shares and pay cash to ​ in an amount equal to the excess (if any) of the Cover Price over the total Purchase Price for such Purchase. ​ shall not issue any fraction of a share of Common Stock upon any Purchase. If the issuance would result in the issuance of a fraction of a share of Common Stock, ​ shall round such fraction of a share of Common Stock up or down (or, in the case of one-half (1/2) share, shall round down) to the nearest whole share. All payments made under this Agreement shall be made by wire transfer of immediately available funds to such account as ​ may from time to time designate by written notice in accordance with the provisions of this Agreement. Whenever any amount expressed to be due by the terms of this Agreement is due on any day that is not a Business Day, the same shall instead be due on the next succeeding day that is a Business Day. The foregoing notwithstanding, ​ may withhold a portion of the Purchase Price to the extent that ​ has failed to deliver Purchase Shares to ​ in connection with a previous Put. Notwithstanding anything to the contrary in this Agreement, if ​ shall deliver Purchase Shares to ​ and ​ has not paid the Purchase Price provided for hereunder, ​ shall pay ​ for such Purchase Shares as soon as practicable thereafter in accordance with the terms of this Agreement or, if requested by ​, return such Purchase Shares to ​.