The Operational Metric Funding Percentage for each Operational Metric shall be determined by the Company’s level of achievement of each of the operational metrics set by the O&C Committee for the Plan Year. Each Operational Metric Funding Percentage shall then be multiplied by the weighting percentage of such Operational Metric as set by the O&C Committee, and adjusted by any Operational Metric modifiers set by the O&C Committee for the Plan Year, to determine a weighted Operational Metric Funding Percentage. The weighted Operational Metric Funding Percentages shall be added together to determine the Total Weighted Operational Metric Funding Percentage.

The Final Funding Percentage is equal to the Total Weighted Operational Metric Funding Percentage unless the Total Weighted Operational Metric Funding Percentage is less than 50% or more than 150%, in which case the Final Funding Percentage is 50% or 150%, respectively.

“Operational Metric Funding Percentage” means a percentage established by the O&C Committee based on the total amount or level of attainment of the threshold, target, superior and/or other performance level measurement of the Operational Metrics set by the O&C Committee for a particular Plan Year

For each Plan Year, the O&C Committee will establish: # the Operational Metrics and the applicable threshold, target, superior, aspirational and/or other performance level measurements for such Operational Metrics, # the weighting of each Operational Metric to be used in calculating the Total Weighted Operational Metric Funding Percentage, and # the Target Award for Executive Officers and Additional Persons. For each Plan Year, the Executive Team will determine the Target Award for each Participant, other than for Executive Officers and Additional Persons. Such determinations by the O&C Committee and the Executive Team shall be made at such times and shall be based on such criteria as the O&C Committee and the Executive Team shall determine, respectively, in their sole discretion. The O&C Committee and the Executive Team shall each have full authority and discretion, for any particular Plan Year, to modify at any time prior to the payout of the Award, if any, for such Plan Year any of their respective determinations hereunder, with respect to all Participants or any individual Participant, including, without limitation, determinations which affect the calculation or amount of Awards, the Final Funding Percentage or the Individual Performance Modifier. Once determined, or modified, such determinations shall be communicated to the affected Participants in such form and manner as the Executive Team determines to be appropriate.

“Sustainability Metric Election Threshold” means, with respect to any fiscal year of the Borrowers listed in the first column of the table set forth below, the percentage change from the Sustainability Metric Baseline specified opposite such fiscal year in the table below:

Operational Cash Advance. Upon execution of this Agreement, Buyer will advance ​ in operational cash to ​ to be used for the operation of the Business while the full terms of this Agreement are being completed. This advance will be deducted from the final purchase price or repaid via a note.

Contribution Percentage: The Contribution Percentage for a specified group of Employees for a Plan Year shall be the average of the ratios (calculated separately for each Employee in such group) of:

Maximum Percentage. Notwithstanding anything to the contrary set forth herein, the Company shall not effect any conversion of Preferred Stock issued under the Plan, and no Participant shall have the right to convert any Preferred Stock, to the extent that after giving effect to such conversion, the beneficial owner of such shares (together with such Participant's affiliates) would have acquired, through conversion of such Preferred Stock or otherwise, beneficial ownership of a number of shares of Common Stock that exceeds 9.99% (the "Maximum Percentage") of the number of shares of Common Stock outstanding immediately after giving effect to such conversion. The Company shall not give effect to any voting rights of such Preferred Stock, and any Participant shall not have the right to exercise voting rights with respect to any Preferred Stock pursuant hereto, to the extent that giving effect to such voting rights would result in such Participant (together with its affiliates) being deemed to beneficially own in excess of the Maximum Percentage of the number of shares of Common Stock outstanding immediately after giving effect to such exercise, assuming such exercise as being equivalent to conversion. For purposes of the foregoing, the number of shares of Common Stock beneficially owned by a Participant and its affiliates shall include the number of shares of Common Stock issuable upon conversion of the Preferred Stock with respect to which the determination of such sentence is being made, but shall exclude the number of shares of Common Stock which would be issuable upon # conversion of the remaining, nonconverted shares of Preferred Stock beneficially owned by such Participant or any of its affiliates and # exercise or conversion of the unexercised or unconverted portion of any other securities of the Company (including, without limitation, any notes or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained in this [Section 6B(g)] beneficially owned by such Participant or any of its affiliates. Except as set forth in the preceding sentence, for purposes of this [Section 6B(g)], beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended. For purposes of this [Section 6B(g)], in determining the number of outstanding shares of Common Stock, a Participant may rely on the number of outstanding shares of Common Stock as reflected in # the Company's most recent Form 10-K, Form 10-Q, or Form 8-K, as the case may be, # a more recent public announcement by the Company, or # any other notice by the Company or its transfer agent setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon the written request of any Participant, the Company shall within one (1) business day following the receipt of such notice, confirm orally and in writing to any such Participant the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including the Preferred Stock, by such Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Participant may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided, that # any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and # any such increase or decrease will apply only to the Holder providing such written notice and not to any other Holder. In the event that the Company cannot pay any portion of any dividend, distribution, grant or issuance hereunder to a Participant solely by reason of this [Section 6B(g)] (such shares, the "Limited Shares"), notwithstanding anything to the contrary contained herein, the Company shall not be required to pay cash in lieu of the payment that otherwise would have been made in such Limited Shares, but shall hold any such Limited Shares in abeyance for such Holder until such time, if ever, that the delivery of such Limited Shares shall not cause the Participant to exceed the Maximum Percentage, at which time such Participant shall be delivered such Limited Shares to the extent as if there had been no such limitation. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this [Section 6B(g)] to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation.

Participation Percentage. Throughout the term of this Agreement, the Participation Percentage of the Limited Partners is fifty percent (50%) (allocated to each Limited Partner in proportion to his Limited Partnership Percentage) and the Participation Percentage of the General Partner is fifty percent (50%).

Percentage Rent. For each Lease Year during the term of this Lease, Tenant shall pay to Landlord Percentage Rent equal to the positive difference, if any, between # 50% of Tenant’s gross receipts derived from all of Tenant’s activities on the Premises and # the Base Rent paid by Tenant for such Lease Year. Within forty-five (45) days following the end of each Lease Year, Tenant shall provide to Landlord a statement certifying the amount of total gross receipts derived by Tenant from all of its activities on the Premises and the amount, if any, due as Percentage Rent. If such statement shall show that an amount of Percentage Rent is due hereunder, the statement shall be accompanied by Tenant’s payment of such amount. Landlord shall have the right to examine in Providence, Rhode Island Tenant’s books and records at Tenant’s principal place of business on reasonable prior notice during regular business hours to determine the accuracy of any such statement provided by Tenant. In the event of any dispute concerning whether any amount is due hereunder, the matter shall be submitted for determination to a regional or national accounting firm that does no business with either Landlord or Tenant selected by Tenant within fifteen (15) days of the provision of a list prepared by Landlord containing not more than three firms. In the event Tenant fails to make a selection within said fifteen (15) day period, Landlord may select a firm from such list and such selection shall be binding on Tenant. If such accounting firm determines that Tenant understated its gross receipts by 5% or more, then Tenant shall bear the full cost of such accounting firm. Otherwise, Landlord and Tenant shall each pay 50% of the cost thereof.