Validity of Agreement. This Agreement has been duly and validly authorized, executed, and delivered by Seller and constitutes a valid and legally binding agreement of Seller, enforceable against it in accordance with its terms.

The various provisions of this Agreement are severable, and, if any one or more provisions are determined to be illegal or otherwise unenforceable, in whole or in part, the remaining provisions shall nevertheless be binding and enforceable.

Validity and Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of the Agreement, which shall remain in full force and effect.

Validity of Covenants. Executive agrees that the covenants contained in this Agreement are reasonably necessary to protect the legitimate interests of McDonald’s, are reasonable with respect to time, scope, and geography, and do not interfere with the interests of the public. Executive acknowledges that McDonald’s is a global company and that Executive has been provided access to Confidential Information, proprietary information and/or trade secrets about McDonald’s operations. Executive further acknowledges that the responsibilities of certain McDonald’s employees, including, without limitation, those of the Executive and of other senior leaders of McDonald’s are inherently global in scope and that Executive, along with other senior leaders, present a serious post-termination global competitive threat to [[McDonald's:Organization]] regardless of their current location and job responsibilities. Executive further agrees that the descriptions of the covenants contained in this Agreement are sufficiently accurate and definite to inform Executive of the scope of the covenants.

Authorization and Validity. The execution, delivery and performance by ENZB contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized by ENZB. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered and constitute or will constitute legal, valid and binding obligations of ENZB, enforceable against ENZB in accordance with their respective terms.

Authorization and Validity. The execution, delivery and performance by ​ contemplated hereby, and the consummation of the transactions contemplated hereby, have been duly authorized.. The ​ has the authority to enter into this Agreement. This Agreement and each other agreement contemplated hereby have been or will be prior to Closing duly executed and delivered and constitute or will constitute legal, valid and binding obligations of the ​, enforceable against the ​ in accordance with their respective terms.

Authorization; Enforcement; Validity. The Company has the requisite power and authority to enter into and perform its obligations under this Agreement and the other Transaction Documents and to issue the Securities in accordance with the terms hereof and thereof. The execution and delivery of this Agreement and the other Transaction Documents by the Company, and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance of the Common Shares and the issuance of the Warrants and the reservation for issuance and issuance of the Warrant Shares issuable upon exercise of the Warrants) have been duly authorized by the Company’s board of directors (including # the filing with the SEC of # a Form D, # the 8-K Filing (as defined below), and # a prospectus supplement in connection with the Closing as required by the Registration Statement pursuant to Rule 424(b) under the 1933 Act (the “Prospectus Supplement”) supplementing the base prospectus forming part of the Registration Statement (the “Prospectus”), # the filing of a supplemental listing application with Nasdaq, and # any other filings as may be required by any state securities agencies (collectively, the “Required Approvals”)) and no further filing, consent or authorization is required by the Company, its board of directors or its stockholders or other governing body. This Agreement has been, and the other Transaction Documents to which it is a party will be prior to the Closing, duly executed and delivered by the Company, and each constitutes the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of applicable creditors’ rights and remedies and except as rights to indemnification and to contribution may be limited by federal or state securities law. “Transaction Documents” means, collectively, this Agreement, the Common Shares, the Warrants, the Irrevocable Transfer Agent Instructions (as defined below) and each of the other agreements and instruments entered into or delivered by any of the parties hereto in connection with the transactions contemplated hereby and thereby, as may be amended from time to time.

Authorization and Validity. [[Organization A:Organization]] has the power and authority and legal right to execute and deliver the Loan Documents and to perform its obligations thereunder. The execution and delivery by [[Organization A:Organization]] of the Loan Documents and the performance of its obligations thereunder have been duly authorized by proper corporate proceedings, and the Loan Documents constitute legal, valid and binding obligations of [[Organization A:Organization]] enforceable against [[Organization A:Organization]] in accordance with their terms, except as enforceability may be limited by bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally.

Expense Reimbursement; Continuing Education. The Employer shall promptly reimburse Executive, upon submission of appropriate documentation, for reasonable business expenses, including travel and reasonable entertainment expenses, incurred by Executive in accordance with the expense reimbursement policies of the Employer in effect from time to time. In addition, subject to pre-approval by the President and Chief Executive Officer of Penns Woods and JSSB, the Employer shall pay Executive’s cost of travel and lodging relating to Executive’s attendance at trade conferences (with total annual attendance days not to exceed 10 days in the aggregate, unless otherwise approved in advance by the Chief Executive Officer of Penns Woods).

Except as expressly set forth herein, the provisions of the Agreement shall remain unchanged and in full force and effect as provided therein.