Redemption Consideration. As promptly as practicable on or after the Redemption Date or Change of Control Redemption Date, as applicable, provided the Member has satisfied its obligations under [Section 9.1(a)(iii)] or [Section 9.1(c)], as applicable, the Company or ​ shall deliver or cause to be delivered to such Member (or its designee), either certificates or evidence of book-entry shares representing the number of shares of Class A Common Stock deliverable upon the applicable Redemption, registered in the name of such Member (or its designee) or, if the Company has so elected, the Cash Payment. Notwithstanding anything set forth in this [Section 9.1(d)] to the contrary, to the extent the Class A Common Stock issued in the Redemption will be settled through the facilities of The Depository Trust Company, the Company or ​ will, upon the written instruction of such Member, deliver the shares of Class A Common Stock deliverable to such Member through the facilities of The Depository Trust Company to the account of the participant of The Depository Trust Company designated by such Member in the Exchange Election Notice. Upon the Member exercising its Redemption right in accordance with [Section 9.1(a)(i)]or the occurrence of a Change of Control Redemption, the Company or ​ shall take such actions as (A)may be required to ensure that the Member receives the shares of Class A Common Stock or the Cash Payment that such member is entitled to receive in connection with such Redemption pursuant to this Section 9.1,and # may be reasonably within its control that would cause such Redemption to be treated for purposes of the Tax Receivable Agreement as an “Exchange” under the Tax Receivable Agreement.

Cash Consideration. The Director shall receive a salary of four thousand dollars ($4,000.00) paid within thirty (30) days of the end of each fiscal quarter, i.e. March 31, June 30, September 30 and December 31.

Company Consideration. In exchange for the consideration You are providing under this Agreement, the Company (provided this Agreement becomes effective and You do not revoke it) agrees to:

Purchase Consideration. The aggregate consideration to be paid by the Buyer to the Seller for the Seller’s membership interests in ​ shall be one million dollars ($1,000,000) (“Consideration”) which will be paid by the Buyer’s delivery of a promissory note (the “Note”) at the Closing. The principal amount of the Note shall be $1,000,000, and the Note shall bear an interest of 4% per annum with a term of one (1) year from the date of its issuance. The form of the Note is attached herein as Exhibit A.

In exchange for Your promises and obligations in the Severance and Release Agreements, including the release of claims and covenant not to sue set forth in this Release, and provided that You sign and do not revoke this Release, You comply with the terms and conditions of this Release, and this Release becomes effective, ​ will pay You the amounts, and will provide You the benefits, due to You under the Severance Benefits Agreement (“Release Consideration”).

Consideration Period. Executive acknowledges that in accordance with the Older Workers Benefit Protection Act of 1990 (“OWBPA”), Executive has been given at least ​ to review and consider this Agreement before signing it. Executive acknowledges that if he or she chooses to sign this Agreement prior to the expiration of that ​, he or she expressly waives any remaining portion of the ​

Company’s Consideration. Subject to Employee complying with all of Employee’s obligations under this Agreement, as full, sufficient and complete consideration for Employee’s promises and releases, the Company will perform the following:

Valid Consideration. You agree and acknowledge that you have received valid, bargained for consideration in exchange for the terms of this Agreement, including but not limited to the Limits on Adverse Comments and Publications Section above.

Standstill Consideration. In consideration of Lender’s entering into this Agreement and agreeing to the Standstill, Borrow undertakes and agrees to seek to obtain the New Capital Amount and to pursue an uplisting of its common stock onto either the NASDAQ or NYSE stock exchanges, with all diligence and in good faith.

Consideration Period & Signature. You acknowledge that the Company advises you to consult with an attorney prior to executing this Agreement and re-executing this Agreement as required by Sections 11, 33 and 34 hereof. You further acknowledge that you have been given at least 21 days to consider the terms of this Agreement, that you have been able to use this period, or as much of this period as you desire, and that you have executed and re-executed, as applicable, this Agreement voluntarily with the express intention of making a binding legal Agreement, including giving up all claims against ​. You forever waive any relief not explicitly set forth in this document. The 21-day review period will not be affected or extended by any revisions, whether material or immaterial, that might be made to this Agreement.