Offer Completion. The Offer shall have been completed in accordance with the terms hereof and the Proxy Statement.

Offer Space. Notwithstanding anything to the contrary in this Lease, [[Organization A:Organization]] and [[Organization B:Organization]] acknowledge and agree that neither the Phase 1 Expansion Space nor the Phase 2 Expansion Space is contiguous Offer Space (as defined in the Lease) subject to the expansion rights set forth in [Article 36] of the Lease.

Offer Period. The signed original of this Separation Agreement must be returned to the Chief Legal Officer of the Company no later than March 9, 2023 or this offer will be considered withdrawn.

No Offer. Submission of this instrument for examination and signature by Tenant does not constitute an offer to amend the Lease or a reservation of or option to amend the Lease, and this instrument is not effective as a lease amendment or otherwise until executed and delivered by both Landlord and Tenant.

The outstanding Series C Shares shall be exchangeable, in whole but not in part, for shares of HoldCo Common Stock. The Series C Shares will be exchangeable at the option of the record holders of a majority of the outstanding Series C Shares (the "Exchange Option"), exercised in writing delivered to the Corporation. Said majority holders may exercise the Exchange Option at any time on or after # the distribution date for a distribution by the Buyer pursuant to Section 5.8, # the occurrence of a material breach of any covenant of Buyer set forth in [Exhibit C] hereto which shall be continuing after written notice and a cure period of twenty (20) days, or # any date after April 1, 2023.

Exchange. Both Parties agree to promptly exchange all relevant information that relates to the safety of the TLC Products, including, without limitation, any threatened or pending action by any governmental authority and especially all adverse TLC Products reactions, and cooperatively co-work to perform Pharmacovigilance in compliance with regulations.

Procedure for Offer. Subject to the terms hereof, Landlord shall notify Tenant (the “First Offer Notice”) prior to entering into any lease with a third party for the First Offer Space, which notice shall outline the base rent, allowance amounts if any, length of term, and other economic terms on which Landlord would be willing to lease the First Offer Space (as set forth in such proposal) to Tenant (the "Fundamental Terms"). Pursuant to such First Offer Notice, Landlord shall offer to lease to Tenant the applicable First Offer Space on the Fundamental Terms.

Notice and Offer. In the event of any Debt Prepayment Application under [Section 10.7] of this Agreement, the ​ will, within 10 days of the occurrence of the Transfer (a “Debt Prepayment Transfer”) in respect of which an

Non-Consummation Offer. If, to the knowledge of the Selling Stockholder, any filing required by Rule 424 in connection with an offering of Shares shall not have been made or the representations and warranties of the Selling Stockholder contained in this Agreement shall not be true and correct on the applicable Settlement Date, the Selling Stockholder shall use commercially reasonable efforts to offer to any person who has agreed to purchase Shares from or through the Agent or the Forward Purchaser the right to refuse to purchase and pay for such Shares.

Communication of Offer. No Holder is purchasing the Securities as a result of any “general solicitation” or “general advertising,” as such terms are defined in Regulation D, which includes, but is not limited to, any advertisement, article, notice or other communication regarding the Securities published in any newspaper, magazine or similar media or on the internet or broadcast over television, radio or the internet or presented at any seminar or any other general solicitation or general advertisement.

that certain letter agreement Re: Reload Offer of Common Stock Purchase Warrants, dated as of July 29, 2021, by and between ​ and ​; and

Exchange Right. Pursuant to the right of the Company and the holders of Partnership Units to modify the exchange right applicable to the Partnership Units held by them pursuant to [Section 8.05(a)] of the A&R LPA, the exchange right with respect to the Partnership Units issuable upon exercise of the Warrants shall be subject to this Section 8(b) and shall not be subject to the terms of the exchange right in Section 8.05 of the A&R LPA.

On the terms and subject to the conditions set forth in this Agreement, each of the CR Shareholders shall sell, assign, transfer, and deliver, free and clear of all liens, all of the Exchange Shares to FDOC, in exchange for the issuance to the CR Shareholders, on a pro rata basis, of a total of 6,145,000 shares of Common Stock of FDOC, representing 72.88% of FDOC’s issued and outstanding stock, on a fully diluted basis (the “FDOC Stock”), after taking into account # ​’s planned 1-for-150 reverse split of its common stock (the “Reverse Stock Split”) such that at the closing of the Exchange (the “Closing”), the Company shall be a wholly-owned subsidiary of FDOC, # the issuance of an additional 2,000,000 shares of Common Stok of FDOC in respect of financings to be completed by FDOC as detailed in [Schedule 3], # the issuance of 6,150,000 Milestone Warrants, as defined in section 1.1.3, and # the issuance of Post Closing FDOC Options as described in [section 1.3] (a)(ii).

Exchange Program. The Administrator may not institute an Exchange Program.

Exchange Act. The Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder, as such law, rules and regulations may be amended from time to time.

This term sheet (the “Term Sheet”) describes certain terms for # an exchange offer to certain holders of the Existing Secured Notes (as defined below) (the “Secured Note Exchange Offer”), # a number of private exchanges of Existing Convertible Notes (as defined below) held by the Supporting Convertible Noteholders pursuant to the Transaction Support Agreements (the “Private Convertible Note Exchanges”) and # an exchange offer registered under the Securities Act of 1933 (the “Securities Act”) involving the Existing Convertible Notes (as defined below) (the “Registered Convertible Note Exchange Offer” and together with the Private Convertible Note Exchanges, the “Convertible Note Exchange Offers”). The Convertible Note Exchange Offers and the Secured Note Exchange Offer are referred to as the “Transactions”.