Effect; Effective Date. Upon # delivery to the Administrative Agent of an Assignment Agreement, together with any consents required by [Sections 13.3(A) and 13.3(B), and (ii)])] payment of a $3,500 fee to the Administrative Agent for processing such assignment (unless such fee is waived by the Administrative Agent or unless such assignment is made to such assigning Lender’s Affiliate), such assignment shall become effective on the effective date specified in such assignment. The Assignment Agreement shall contain a representation and warranty by the Purchaser to the effect that none of the funds, money, assets or other consideration used to make the purchase and assumption of the Revolving Loan Commitment, Revolving Credit Obligations and/or Term Loans under the applicable Assignment Agreement constitutes “plan assets” as defined under ERISA and that the rights, benefits and interests of the Purchaser in and under the Loan Documents will not be “plan assets” under ERISA. On and after the effective date of such assignment, such Purchaser shall for all purposes be a Lender party to this Agreement and any other Loan Document executed by or on behalf of the Lenders and shall have all the rights, benefits and obligations of a Lender under the Loan Documents, to the same extent as if it were an original party thereto, and the transferor Lender shall be released with respect to the Revolving Credit Obligations and/or Term Loans assigned to such Purchaser without any further consent or action by the Borrowers, the Lenders or the Administrative Agent. In the case of an assignment covering all of the assigning Lender’s rights, benefits and obligations under this Agreement, such Lender shall cease to be a Lender hereunder but shall continue to be entitled to the benefits of, and subject to, those provisions of this Agreement and the other Loan Documents which survive payment of the Secured Obligations and termination of the Loan Documents. Each partial assignment hereunder shall be made as an assignment of a proportionate part of all the assigning Lender’s rights and obligations under this Agreement; provided, that the foregoing shall not be construed to prohibit the assignment of a proportionate part of all the assigning Lender’s rights and obligations in respect of either the Revolving Loans (and Revolving Loan Commitment) or Term Loans. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this Section 13.3 (except as otherwise consented to in accordance with the terms of this Agreement) shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with Section 13.2. With respect to each assignment under this [Section 13.3(C)], the Purchaser, if it shall not be a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire in which the assignee designates one or more Credit Contacts to whom all syndicate-level information (which may contain material non-public information about ​ and its affiliates and related parties or their respective securities) will be made available and who may receive such information in accordance with the assignee’s compliance procedures and applicable laws, including Federal and state securities laws.

Effective Grant Date. The price of the Shares used in determining the number of Shares subject to an Award of Restricted Stock granted hereunder shall be the fair market value of the Shares as determined by the Board on the effective grant date of such Award; provided that if an Award granted in accordance with Section 1(a) of this Program falls within seven days prior to the release of the Company’s quarterly or annual financial results, then the effective grant date for such Award will be the second market trading day following the date on which such financial results are released.

Notice; Effective Date. In addition, you hereby release and agree not to bring any legal action or claim arising from or by reason of your employment or termination of employment under the Age Discrimination in Employment Act. In this regard, we are required to advise you in writing to consult an attorney prior to signing this Agreement. In addition, you have 21 days from the date of your receipt of this letter in which to consider this Agreement and whether you wish to enter into it, and, pursuant to Paragraph 4, waive and release any claim you have against the Company. Further, you have seven days following the date on which you sign below to revoke this Agreement by providing written notice to me at the address on the last page of this Agreement. This Agreement will become effective at the end of this seven-day period (the “Effective Date”).

Effective Date; Term. Your term as a member of the Board will commence on the formation of Ballast Point, which we expect to occur in July 2015, and will continue until your successor is duly elected and has qualified under applicable law and the Company’s bylaws, or until your earlier resignation or removal from the Board. Your continued tenure on the Board will be at the discretion of the Company’s stockholders in accordance with Delaware law and the Company’s certificate of incorporation and bylaws.

Assignment; Effective Date. The parties acknowledge that, pursuant to [Section 22(b)] of the Lease, Landlord’s consent to the assignment of the Lease to Assignee is not required, but Landlord has the right to approve the form of this Agreement. Effective as of the later of # the date Landlord consents in writing to the form of this Agreement, and # the date that Assignor notifies Assignee in writing that Assignor has completed any decontamination of the Premises as required by the Surrender Plan and vacated the Premises, provided that Assignor has previously given Assignee at least thirty (30) days prior written notice of such estimated date of surrender (the “Effective Date”) (which the parties currently anticipate will be approximately February 1, 2015), the Assignor hereby assigns, transfers and delivers to the Assignee all of its right, title and interest as Tenant under the Lease ; provided that Assignor hereby reserves the right of access to the Premises, upon twenty-four hour notice to Assignee, as reasonably required to facilitate Assignor’s obtaining the appropriate closure letter from the applicable governmental authorities (“Closure Letter”) which is the final step in Assignor’s completion of the Surrender Plan in accordance with the provisions of [Section 28] of the Lease (the “Surrender Plan”).

Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board. No Awards shall be granted under the Plan after the expiration of 10 years from the earlier of # the date on which the Plan was adopted by the Board or # the date the Plan was approved by the Company’s stockholders, but Awards previously granted may extend beyond that date.

Effective Date and Term of Plan. The Plan shall become effective on the date on which it is adopted by the Board (the “Effective Date”). It is expressly intended that approval of the Company’s stockholders not be required as a condition to the effectiveness of the Plan, and the Plan’s provisions shall be interpreted in a manner consistent with such intent for all purposes.

This Plan shall become effective upon the earlier to occur of its adoption by the Board or its approval by the shareholders of the Company. It shall continue in effect for a term of ten years unless sooner terminated.

Effective Date and Allocations. If the Commitment of any Term Loan Lender is increased in accordance with this Section, Administrative Agent and Borrower shall determine the effective date (the “Increase Effective Date”) and the final allocation of such increase. Administrative Agent shall promptly notify Borrower and the Lenders of the final allocation of such increase and the Increase Effective Date. The amount of the installments due on the Term Loans as set forth in [Section 2.7(b)] shall be increased by Administrative Agent (but without the consent of any Lender) on a pro rata basis to reflect such increase.

Provisions Regarding Effective Date. As provided herein, this Agreement shall not be in force or effect prior to the Effective Date.