Restrictive Covenants. Simultaneously with the execution of this Agreement, Executive shall execute the Employee Non-Competition and Confidentiality Agreement attached hereto as [Exhibit A] (the “Non-Competition and Confidentiality Agreement”).

Independent Covenants. This Lease shall be construed as though the covenants herein between ​ and ​ are independent and not dependent and ​ hereby expressly waives the benefit of any statute to the contrary and agrees that if ​ fails to perform its obligations set forth herein, ​ shall not be entitled to make any repairs or perform any acts hereunder at ​’s expense or to any setoff of the Rent or other amounts owing hereunder against ​.

Affirmative Covenants. Between the date of this Agreement and the Closing Date, the Parties, each consistent with terms of the LP Agreement and the LLC Agreement, and except as may be mutually agreed, will cause the LP and the LLC to:

Specific Covenants. Any Loan Party fails to perform or observe any term, covenant or agreement contained in any of Section 6.01, 6.02, 6.03, 6.05, 6.08, 6.10, 6.11, 6.12, 6.15, Article VII or Article X; or

Specific Covenants. (i) The Company fails to perform or observe any term, covenant or agreement contained in # any of [Sections 6.10, 6.11, 7.01, 7.03, 7.06, 7.11, 7.12 or 7.14]4]4], or # any of [Sections 6.01, 6.02, 6.03, or 6.13] and, with respect to those sections identified in clause (B), such failure continues for five (5) days, or # any Subsidiary Guarantor fails to perform or observe any term, covenant or agreement contained in the Subsidiary Guaranty; or

Restrictive Covenants. In consideration of the terms of this Award and your access to Confidential Information, you agree to the restrictive covenants and associated remedies as set forth below, which exist independently of and in addition to any obligation to which you are subject under the terms of the Wells Fargo Agreement Regarding Trade Secrets, Confidential Information, Non-Solicitation, and Assignment of Inventions (the “TSA”):

3.1During the period of the Executive’s employment with the Company and for a period of one year following the Separation Date (other than upon a termination without Cause, in which case the obligations under this [Section 3.1] cease upon separation from employment, absent a mutual agreement of the parties in a new agreement with respect to such period), the Executive shall not, directly or indirectly, own, manage, control, operate, be employed by, participate in or be connected with the ownership, management, operation or control of any business which competes with the Company or any of its affiliated companies (each, a “Competitor”) in the Restricted Area, if the Executive would be performing job duties or services for the Competitor that are of a similar type that the Executive performed for the Company at any time during the last two years of the Executive’s employment. The Executive acknowledges that undertaking any leadership role for a Competitor would constitute performing job duties or services of a similar type that he performed for the Company. Further, for purposes of this [Section 3.1], “Restricted Area” shall mean the geographic areas in which the Executive, during the last two years of employment, provided services or had a material presence or influence (which, given his position as Chief Operating Officer, would be any area in which the Company was conducting business). The foregoing shall not apply to passive ownership of less than 5% of the outstanding stock of a publicly held corporation, which ownership is disclosed to the CEO. The restricted period will be extended to two years following cessation of employment if the Executive breaches his fiduciary duty to the Company or unlawfully takes, physically or electronically, property belonging to the Company, in which case the duration may not exceed 2 years from the date of cessation of employment. Before agreeing to this [Section 3.1] the Executive has the right to and is encouraged to consult with counsel. The Executive agrees that he is receiving mutually-agreed consideration appropriate to support these restrictions pursuant to the additional compensation for which he is eligible pursuant to this Agreement in [Sections 2.3] and/or 4.5. The Executive further acknowledges that the agreement not to compete with the Company contemplated by this [Section 3.1] (the “non-competition agreement”) is supported by fair and reasonable consideration independent from the Employee’s continued employment, and that, notwithstanding the immediate effectiveness otherwise of this Agreement upon the Parties execution of the Agreement, the non-competition agreement shall not take effect until the later of # eleventh (11th) business day following the date on which the Company provided this Agreement to the Executive for review and execution; and # the Executive’s execution of this Agreement.

Restrictive Covenants. Other than with respect to an Employee who is located in California or another jurisdiction where such restrictive covenants are not permitted under applicable law, the Non-Competition and Non-Solicitation Agreement set forth in Exhibit A is incorporated herein for all purposes. This Award and the delivery of any shares of Common Stock hereunder are contingent on the Employee execution of this Agreement, and the Employee’s continued compliance with the terms herein (the “Restrictive Covenants”).

Protective Covenants. In consideration of the Award granted under this Agreement, the Grantee covenants and agrees as follows (the “Protective Covenants”):

Restrictive Covenants. Each of the covenants contained in Paragraphs 2(a)-(c) of this Annex A are collectively referred to as the “Restrictive Covenants.”