Interpretation of This Agreement. All decisions and interpretations made by the Board or the Committee, if there is a Committee, with regard to any question arising hereunder shall be binding and conclusive upon the Company and the Optionee.

This Agreement may be amended pursuant to a written instrument by mutual consent of the parties.

AFFIRMATION OF THIS AGREEMENT. PLEASE READ CAREFULLY. Employee affirms the terms and conditions of the Agreement including but not limited to the waiver and release in Section 4 and the covenants addressed in Sections 6 and 9.

Upon the unanimous agreement of the Parties hereto and the approval by the shareholders (meeting) of Party A, the Parties hereto may make amendments or supplements to this Agreement and take all necessary steps and actions, at their cost, to make such amendments or supplements legal and effective.

This Agreement shall come into force as of the date of execution or affixing seals by the Parties and shall be automatically terminated when Party A and/or the person designated by Party A has fully exercised its rights to purchase all equity interests held by Party C in Party B in accordance with the Exclusive Call Option Agreement. Once Party A notifies Party C in writing to fully or partially terminate this Agreement or change the Trustee, Party C shall immediately revoke the entrustment and authorization granted to Party A and the Trustee hereunder, and shall, as instructed by Party A in writing, immediately sign a Power of Attorney in the same form of the Power of Attorney as [Appendix 1] hereto to grant the same authorization and entrustment hereunder to the other person or entity designated by Party A.

Authority for this Agreement. Each of Parent and Merger Sub has all requisite entity power and authority to comply with, execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub have been duly and validly authorized by all necessary entity action on the part of each of Parent and Merger Sub, and no other entity proceedings on the part of Parent and Merger Sub are necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the ​, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Bankruptcy, Equity and Indemnity Exception.

Amendments to this Agreement. Except as provided in [Section 2.13(b)] and the definition of “Modification Offer”, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required ​ or by the Borrower and the Administrative Agent with the consent of the Required ​; provided that no such agreement shall:

Abide by this Agreement. Honor and abide by the provisions contained in this Agreement;

Term of this Agreement. Subject to Section 4 below, the initial term of this Agreement (the “Initial Term”) shall be for a period commencing on the Effective Date and ending on December 31, 2017; provided at the end of the Initial Term, the term will automatically renew for successive one (1) year periods (each, a “Renewal Term”, and collectively with the Initial Term, the “Term”) unless either party delivers written notice of non-renewal to the other party at least sixty (60) days prior to the expiration of the then-current initial Term or Renewal Term.

Liens arising out of the existence of judgments or awards in respect of which Borrower or any of its Subsidiaries shall be contesting in good faith, so long as such judgments or awards do not constitute an Event of Default hereunder;