Execution of Agreement. Each Lender, the Agent and the Company shall have executed and delivered this Agreement.

Execution of Separation Agreement. As a condition to receiving the Severance Pay or the Change in Control Payment set forth in Section 3.3 or [Section 3.4], respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment and Executive shall deliver an original, signed release to the Company within twenty-one (21) days of receipt thereof (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Deadline”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.3 or [Section 3.4] shall be made prior to the date that both # Executive has delivered an original, signed release to the Company and # the revocability period (if any) has elapsed without Employee having exercised Employee’s revocation rights (the “Release Effective Date”). Any payments that would otherwise be made during the first sixty (60) days following Executive’s termination of employment will be made on the 65th day following Employee’s termination of employment. If Executive does not deliver an original, signed release to the Company by the Release Deadline, # Executive’s rights shall be limited to those made available to Executive under Section 3.1 above, and # the Company shall have no obligation to pay or provide to Executive any amount or benefits described in Section 3.3 or [Section 3.4], or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Severance Pay shall cease: # upon Executive’s death; # if Executive materially breached or breaches Executive’s contractual obligations to the Company, including those set forth in Article IV or Article V herein, or in the release agreement; or # if, after Executive’s termination, the Company discovers facts and circumstances that would have justified a termination for Cause.

Execution of Separation Agreement. As a condition to receiving the Severance Pay or the Change in Control Payment set forth in Section 3.3 or Section 3.4, respectively, Executive must execute and return to the Company, and not revoke any part of, a separation agreement containing a general release and waiver of claims against the Company and its respective officers, directors, stockholders, employees and affiliates with respect to Executive’s employment, and other customary terms, in a form and substance reasonably acceptable to the Company and in conformity with applicable laws and regulations then in effect. The Company shall deliver to Executive such release within ten (10) days following Executive’s termination of employment and Executive shall deliver an original, signed release to the Company within twenty-one (21) days of receipt thereof (or such longer period as may be required by applicable law to constitute an effective release of all claims, but no longer than 45 days after the after receipt of the same from the Company) (the “Release Deadline”). Notwithstanding anything in this Agreement to the contrary, no payments pursuant to Section 3.3 or Section 3.4 shall be made prior to the date that both # Executive has delivered an original, signed release to the Company and # the revocability period (if any) has elapsed without Executive having exercised Executive’s revocation rights (the “Release Effective Date”). Any payments that would otherwise be made hereunder during the first sixty (60) days following Executive’s Termination Date will be made on the 65th day following Executive’s Termination Date termination of employment. If Executive does not deliver an original, signed release to the Company by the Release Deadline, # Executive’s rights shall be limited to those made available to Executive under Section 3.1 above, and # the Company shall have no obligation to pay or provide to Executive any amount or benefits described in Section 3.3 or Section 3.4, or any other monies on account of the termination of Executive’s employment. Any obligation of the Company to provide the Severance Pay shall cease: # upon Executive’s death; # if Executive materially breached or breaches Executive’s contractual obligations to the Company, including those set forth in Article IV or Article V herein, or in the release agreement; or # if, after Executive’s termination, the Company discovers facts and circumstances that would have justified a termination for Cause (“Disqualifying Conduct”); provided, however, that upon any subsequent determination that there was no Disqualifying Conduct, the Company shall immediately pay any unpaid Severance Pay or Change in Control Payment as contemplated in Section 3.3 or Section 3.4.

EXECUTION OF AGREEMENT. The parties hereto will each execute one (1) original of this Agreement and forward such original to the Escrow Agent. This Agreement may be executed in multiple counterparts, and by the parties hereto on separate counterparts, and each counterpart, when so executed and delivered, shall constitute an original agreement, and all such separate counterparts shall constitute one and the same agreement. Each party # has agreed to permit the use, from time to time, of telecopied signatures in order to expedite the transaction contemplated by this Agreement, # intends to be bound by its telecopied signature, # is aware that the other will rely on the telecopied signature, and # acknowledges such reliance and waives any defenses (other than fraud) to the enforcement of any document based on the fact that a signature was sent by telecopy. As used herein, the term "telecopied signature" shall include any signature sent via facsimile or via email in portable document format (".pdf").

Execution of Agreement. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall be deemed to be an original, and such counterpart together shall constitute one and the same agreement. For the purposes of this Section, the delivery of a facsimile copy of an executed counterpart of this Agreement shall be deemed to be valid execution and delivery of this Agreement, but the party delivering a facsimile copy shall deliver an original copy of this Agreement as soon as possible after delivering the facsimile copy.

Execution of Agreement. The Administrative Agent shall have received this Agreement, executed by an authorized officer of each Bank party hereto and by an authorized officer of the Company.

Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.

Execution of Separation Agreement. Should Employee wish to accept this Agreement, it must be signed and returned to ​ by ​.

EXECUTION OF AGREEMENT. This Agreement may be executed in multiple counterparts, any one of which need not contain the signature of more than one (1) party, but all such counterparts taken together shall constitute one and the same instrument. Further, this Agreement may be signed and delivered by means of facsimile, e-signatures or scanned pages via electronic mail, and such scanned or facsimile signatures shall be treated in all manner and respects as an original signature and shall be considered to have the same binding legal effect as if it were an original signature, and no party may raise the use of facsimile, e-signatures or scanned signatures as a defense to the formation of this Agreement.

Execution of Agreement. This Agreement may be executed and delivered in any number of counterparts and by way of electronic signature and delivery, each such counterpart, when executed and delivered, shall be deemed an original, and all of which together shall constitute the same agreement. Except as expressly provided in this Agreement, each individual executing this Agreement on behalf of a Party has been duly authorized and empowered to execute and deliver this Agreement on behalf of said Party.