In exchange for the payments and benefits promised to Employee in this Agreement, Employee agrees as follows:

Award Agreements. Awards shall be evidenced by a written agreement in a form prescribed by the Committee (hereinafter “Award Agreement”). Execution of an Award Agreement shall constitute the participant’s irrevocable agreement to, and acceptance of, the terms and conditions of the Award set forth in such agreement and of the terms and conditions of the Plan applicable to such Award. Award Agreements may differ from time to time and from participant to participant.

Control Agreements. If requested by the Bank, each Grantor will obtain and deliver or cause to be delivered to the Bank, a control agreement in form and substance satisfactory to the Bank with respect to the Collateral with respect to: # Deposit Accounts; # Letter-of-Credit Rights; and/or # electronic Chattel Paper.

Other Agreements. Borrowers will not enter into or permit to exist any agreement which: # would cause an Event of Default or a Default hereunder; or # contains any provision which would be violated or breached by the performance of Borrowers' obligations hereunder or under any of the other Loan Documents.

YourSpace has provided to Company all contracts or agreements to which YourSpace is a party (the “YourSpace Material Agreements”), including: # any agreement (or group of related agreements) for the lease of real or personal property, including capital leases, to or from any person providing for annual lease payments in excess of ​; # any licensing agreement, or any agreement forming a partnership, strategic alliances, profit sharing or joint venture; # any agreement (or group of related agreements) under which it has created, incurred, assumed, or guaranteed any indebtedness for borrowed money in excess of ​, or under which a security interest has been imposed on any of its Assets, tangible or intangible; # any profit sharing, deferred compensation, severance, or other material plan or arrangement for the benefit of its current or former officers, directors and managers or any employees; # any employment or independent contractor agreement providing annual compensation in excess of ​ or providing post-termination or severance payments or benefits or that cannot be cancelled without more than thirty (30) days’ notice; # any agreement with any current or former officer, director, Shareholder, manager or affiliate; # any agreements relating to the acquisition (by merger, purchase of Shares or assets or otherwise) of any operating business or material assets or the capital stock of any other person; # any agreements for the sale of any of the assets, other than in the ordinary course of business; # any outstanding agreements of guaranty, surety or indemnification, direct or indirect; # any royalty agreements, licenses or other agreements relating to Intellectual Property; and # any other agreement under which the consequences of a default or termination could reasonably be expected to have a Material Adverse Effect.

Control Agreements. Each Grantor will cooperate with the Administrative Agent in obtaining a control agreement sufficient to perfect the Administrative Agent’s security interest under the Uniform Commercial Code and otherwise in form and substance reasonably satisfactory to the Administrative Agent, and in taking such other reasonable actions as may be requested by the Administrative Agent from time to time with respect to any Collateral in which a security interest may be perfected by control under the Uniform Commercial Code and with respect to which control agreements are required under [[Sections 4.14 or 4.16]6]]6].

Option Agreements. Except as otherwise set forth in an Award Agreement delivered to the Participant, each Option shall be governed by the following terms and conditions, as well as such other terms and conditions not inconsistent therewith as the Administrator may consider appropriate in each case.

Binding Agreements. This Agreement and the other Loan Documents to which Borrower is a party, when executed and delivered by Borrower, will constitute the legal, valid, and binding obligations of Borrower, enforceable against Borrower in accordance with their terms except as the enforceability hereof or thereof may be affected by: # bankruptcy, insolvency, reorganization, moratorium, or other similar laws affecting the enforcement of creditors’ rights generally, and # equitable principles of general applicability (whether considered in a proceeding in equity or law).

Other Agreements. The execution, delivery, and performance by Borrower of this Agreement and the other Loan Documents to which it is a party, and the execution, delivery and performance by Guarantor of the Loan Documents to which it is a party, do not and will not: # violate # any provision of any federal (including the Exchange Act), state, or local law, rule, or regulation (including Regulations T, U, and X of the Federal Reserve Board) binding on any Loan Party, # any order of any domestic Governmental Authority, court, arbitration board, or tribunal binding on any Loan Party, or # the Governing Documents of any Loan Party, or # contravene any provisions of, result in a breach of, constitute (with the giving of notice or the lapse of time) a default under, or result in the creation of any Lien (other than a Permitted Lien) upon any of the Assets of any Loan Party pursuant to, any Contractual Obligation of any Loan Party, or # require termination of any Contractual Obligation of any Loan Party, or # constitute a tortious interference with any Contractual Obligation of any Loan Party, in each case, except as could not reasonably be expected to have a Material Adverse Effect on the Loan Parties, taken as a whole.

Material Agreements. If there is a default in any material agreement to which # Borrower is a party and such default # involves Debt in an aggregate principal amount equal to ​ or more and # either # occurs at the final maturity of the obligations thereunder, or # results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of Borrower’s obligations thereunder or to terminate such agreement or # Guarantor is a party and such default # involves Debt in an aggregate principal amount equal to ​ or more and # either # occurs at the final maturity of the obligations thereunder, or # results in a right by the other party thereto, irrespective of whether exercised, to accelerate the maturity of Guarantor’s obligations thereunder or to terminate such agreement;