Early Disposition. The Employee agrees to notify ​ in writing immediately after the Employee transfers any Option Shares, if such transfer occurs on or before the later of # the date that is two years after the date of this Agreement or # the date that is one year after the date on which the Employee acquired such Option Shares. The Employee also agrees to provide ​ with any information concerning any such transfer required by ​ for tax purposes.

Early Unwind. In the event the sale by ​ of the [Base Convertible Securities]53[Optional Convertible Securities]54 is not consummated pursuant to the Purchase Agreement for any reason by the close of business in New York on ​, 202355 (or such later date as agreed upon by the parties) (​, 2023 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction and all of the respective rights and obligations of ​ and ​ hereunder shall be cancelled and terminated. Following such termination and cancellation, each party shall be released and discharged by the other party from, and agrees not to make any claim against the other party with respect to, any obligations or liabilities of either party arising out of, and to be performed in connection with, the Transaction either prior to or after the Early Unwind Date. ​ and ​ represent and acknowledge to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Exercisability. The Administrator may provide in the terms of a Holder’s Option Agreement that the Holder may, at any time before the Holder’s status as a Service Provider terminates, exercise the Option in whole or in part prior to the full vesting of the Option; provided, however, that subject to [Section 19] hereof, Shares acquired upon exercise of an Option which has not fully vested may be subject to any forfeiture, transfer or other restrictions as the Administrator may determine in its sole discretion.

#​ Right of Termination. ​ may terminate this Agreement for any reason and at any time prior to the Expiration Date on not less than thirty (30) days’ prior written notice to Seller (or such longer period as required under any applicable Third Party Service Provider Contract). ​ and the ​ shall be solely responsible for any termination fee payable by Seller or its Affiliates under any Third Party Service Provider Contract due to such early termination and shall promptly pay or reimburse Seller, as applicable, for any such fee following receipt of written notice thereof.

Early Access. Provided the same does not interfere with completion of the Tenant Improvements, as reasonably determined by Sublandlord, Subtenant may, up to twenty-eight (28) days prior to the Commencement Date, enter the Sublet Portion for the sole and exclusive purpose of installing its furniture, equipment and other personal property. Notwithstanding the foregoing, # such entry shall be subject to the terms and conditions of this Sublease, provided that Subtenant shall not be required to pay Base Rent, Expenses or the Subtenant TI Cost Reimbursement for any entry or possession during such period before the Commencement Date, except for the cost of services requested by Subtenant (e.g. after hours HVAC service); # Subtenant shall not conduct its business from the Sublet Portion during the period of such entry, # such entry shall be subject to such rules and regulations as Master Landlord and Sublandlord may reasonably promulgate and Subtenant shall ensure that any architect, engineer, designer, contractor and workman employed by Subtenant observes such rules, and prior to commencement of any work in the Sublet Portion, makes appropriate arrangements with Sublandlord, particularly with respect to: material and equipment storage; time and place of deliveries; hours of work and coordination of work; power, heating and washroom facilities; scheduling; security; and clean-up; and # any such entry shall be at Subtenant’s risk and Sublandlord shall have no liability for any loss, damage or injury to Subtenant’s personal property, equipment, employees or agents which may be on or about the Sublet Portion during the period of such entry and, except for any injury to Subtenant’s employees or agents to the extent caused the negligence or willful misconduct of Sublandlord, Subtenant hereby releases Sublandlord from any claim with respect thereto from whatever cause.

Early Access. Landlord shall allow Tenant access to the Premises prior to the Term Commencement Date for purposes of commencing the construction of an agreed-upon scope of the Tenant Improvements at such time as Landlord determines in good faith that such access by Tenant and the commencement of the construction of such portion of the Tenant Improvements will not unreasonably interfere with or unreasonably delay Landlord’s Substantial Completion of the Base Building Improvements. Although ultimately the completion of the Base Building Improvements is to have priority over the commencement of the Tenant Improvements, it is the parties’ intentions to cooperate and coordinate in good faith such that completion of all of work is optimized. Prior to entering the Premises pursuant to this Paragraph 3.2, Tenant shall obtain from Landlord written authorization confirming the date of such entry and the scope of such Tenant Improvement Work to be performed. Tenant’s entry of the Premises and access to such floors shall not interfere with or delay Landlord’s Substantial Completion of the Base Building Improvements. Landlord’s authorization of Tenant’s access to the Premises pursuant to this Paragraph 3.2 shall not trigger the Term Commencement Date but shall be pursuant to all of the applicable terms, covenants and conditions of this Lease, including, without limitation, Tenant’s insurance obligations contained in Paragraph 8.2 below and Tenant’s indemnity obligations contained in Paragraph 8.5 below, but specifically excluding the obligation to pay Base Rent and Tenant’s Proportionate Share of Operating Expenses for any entry or possession before the Term Commencement Date.

Early Termination. In the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if either party would owe any amount to the other party pursuant to [Section 6(d)(ii)] of the Agreement (any such amount, a “Payment Amount”), then the following provisions shall apply. If such Payment Amount is owed by Dealer, then in lieu of any payment of such Payment Amount, such Payment Amount shall be satisfied through the delivery of a number of Shares (or, in the case of a Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as determined by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and the prices at which Dealer purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this [Section 14]), unless Counterparty, no later than such Early Termination Date or the date on which such Transaction is terminated, elects for Dealer to satisfy its obligation to pay the Payment Amount in cash; provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. If such Payment Amount is owed by Counterparty, [Annex A] shall apply except that the Settlement Method Election Date and the Cash Settlement Payment Date shall be the Early Termination Date, the Forward Cash Settlement Amount shall be zero (0) minus the Payment Amount owed by Counterparty (and, for the avoidance of doubt, the definitions of Settlement Price and Settlement Valuation Period shall not apply) and, in the case of a Merger Event, references to “Shares” shall be references to “Alternative Delivery Units.”

Early Termination. The Transactions may be early terminated in terms of the Master Agreement for any breach of this Global Agreement or the corresponding Guarantee Agreement.

Disqualifying Disposition. If a Participant disposes of shares acquired upon exercise of an Incentive Stock Option within two (2) years from the date the Option is granted or within one (1) year after the issuance of such shares to the Participant, the Participant shall notify the Company of such disposition and provide information regarding the date of disposition, sale price, number of shares disposed of, and any other information relating thereto that the Company may reasonably request.

Discontinued Disposition. ​ agrees by its acquisition of Registrable Securities that, upon receipt of a notice from the ​ of the occurrence of any event of the kind described in [Section 3(d)], ​ will forthwith discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing (the “Advice”) by the ​ that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed. The ​ will use its best efforts to ensure that the use of the Prospectus may be resumed as promptly as it practicable.