Effect of Triggering Acquisition. In the event of an acquisition of Ovid by a Competing Acquirer that closes prior to ​ (a “Triggering Acquisition”), then Ovid shall

Acknowledgment of Triggering Event. Guarantor acknowledges that on August 10, 2018, a Triggering Event occurred by virtue of the fact that Guarantor entered into an Amended and Restated Revolving Credit, Term Loan and Security Agreement (the “Credit Agreement”) with PNC Bank National Association and Steel City Capital Funding, a division of PNC Bank National Association (collectively, “PNC”), as an additional borrower, becoming jointly and severally liable for all obligations under the Credit Agreement.

Triggering Event. A “Triggering Event” for the purpose of this Agreement will be deemed to have occurred if, during the Contract Period while Executive is employed by [[SITE Centers:Organization]]:

Effect of Triggering Acquisition. In the event of an acquisition of Ovid by a Competing Acquirer that closes prior to ​ (a “Triggering Acquisition”), then Ovid shall provide notice to Licensee of such Triggering Acquisition within ​ after the date upon which the Triggering Acquisition closes or otherwise becomes effective. On or before the date that is ​ after the date on which Licensee receives notice of a Triggering Acquisition, Licensee shall have the right to elect to Take the Lead on any or all then current Joint Development Activities and future Licensee activities in the Licensee Territory, ​ remaining in full force and effect. For sake of clarity, ​.

. [Section 10(e)] of the Plan, regarding the earning and accelerated vesting of Awards after a Triggering Event or during a Protected Period, shall not apply to this Agreement. Instead,

provide notice to Licensee of such Triggering Acquisition within ​ after the date upon which the Triggering Acquisition closes or otherwise becomes effective. On or before the date that is ​ after the date on which Licensee receives notice of a Triggering Acquisition, Licensee shall have the right to elect to Take the Lead on any or all then current Joint Development Activities and future Licensee activities in the Licensee Territory, ​ remaining in full force and effect. For sake of clarity, ​.

Triggering Event. If a Triggering Event occurs at any time during the Performance Period, # the vesting of the Performance Stock Units shall not accelerate notwithstanding anything to the contrary in the Plan or any agreement with Participant; # the Performance Period will be deemed to have been terminated immediately before the Triggering Event; # if Participant’s Continuous Service Status is terminated on the date of the Triggering Event or at any time within the two (2) years following the date of the Triggering Event either # by the Company for Without Cause or # by Participant for Good Reason, then the Company will pay Participant an amount in cash equal to the Vesting Percentage (as provided in this Section 8) multiplied by the Performance Stock Units covered by this Award within thirty (30) days following Participant’s termination of Continuous Service Status (subject to delay to the extent required in [Section 26] of the Plan or Section 9 of this Agreement); provided that for the purposes of calculating the foregoing cash amount, the Vesting Percentage shall be determined based upon a Performance Factor using a Performance Price equal to the highest per Share price offered to stockholders of the Company in the transaction constituting such Triggering Event and provided further that if the resulting Performance Factor that is less than the Minimum Performance Factor, the Vesting Percentage shall be zero and the Performance Stock Units and any rights under this Agreement, including under this Section 8, shall be terminated as of the date of such Triggering Event without payment of any consideration therefor; and # the Performance Stock Units shall not be settled in Shares and all rights of Participant under this Agreement and to Shares shall terminate as of date of the Triggering Event and the sole payment shall be cash. Notwithstanding any other provision of this Agreement, if a Triggering Event occurs at any time following the Performance Period but during the Restricted Period, the Restricted Stock issued in accordance with Section 2(b) will fully (100%) vest and the Restrictions shall lapse on the Restricted Stock to the extent such Restrictions have not already lapsed pursuant to Section 6 such that the Restricted Stock will no longer be subject to the restrictions of, and risk of forfeiture under, this Agreement. [Insert in CEO Awards: For the purposes of this Section 8, the terms “Without Cause” and “Good Reason” have the respective meanings ascribed to them in the offer letter agreement with Participant dated September 17, 2018, as modified by Section 15(i) of this Agreement.] [Insert in Other Awards: For the purposes of this Section 8, the term “Without Cause” has the meaning ascribed to it in the offer letter agreement with Participant dated ​ and the term “Good Reason” has the meaning ascribed to it in [Exhibit A], as modified by Section 15(i) of this Agreement.] As a condition to receipt of any amounts under this Section 8, Participant must execute a general release of claims in favor of the Company, its Affiliates and Subsidiaries, successors and permitted assigns, and their respective officers and directors in a form provided by the Company within five (5) business days of termination of Continuous Service Status. If Participant does not execute the release within the time period set forth in the release (the “Release Execution Period”), Participant will be deemed to have waived any right to payment under this Section 8. If the Release Execution Period begins in one taxable year and ends in another taxable year, payment will not be made until the beginning of the second taxable year.

Triggering Event. The Collateral Trustee will not be required to inquire as to the occurrence or absence of any Triggering Event and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any Triggering Event unless and until it is directed by an Act of Required Priority Lien Debtholders pursuant to the requirements of this Agreement. The Collateral Trustee shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default, event of default or Triggering Event unless and until the Collateral Trustee has received written notice from the Issuers, any Priority Lien Representative or any Secured Party stating that a default, event of default or Triggering Event has occurred with respect to the Priority Lien Obligations.

Triggering Event. The Collateral Trustee will not be required to inquire as to the occurrence or absence of any Triggering Event and will not be affected by or required to act upon any notice or knowledge as to the occurrence of any Triggering Event unless and until it is directed by an Act of Required Junior Lien Debtholders pursuant to the requirements of this Agreement. The Collateral Trustee shall not be deemed to have actual, constructive, direct or indirect knowledge or notice of the occurrence of any default, event of default or Triggering Event unless and until the Collateral Trustee has received written notice from the Issuers, any Junior Lien Representative or any Secured Party stating that a default, event of default or Triggering Event has occurred with respect to the Junior Lien Obligations.

Acquisition. Each of the 2018 Gores Transactions (that are to be consummated on or prior to the Closing Date (as defined in the Gores 2018 Acquisition Agreement) shall be consummated in accordance with the 2018 Gores Acquisition Agreement without amendment or other modification thereof (or waiver of, or granting of any consent under, any provision thereof), in each case in a manner that is materially adverse to the 2018 Additional Term Loan Lenders.