If Mr. Frankfurt is unable to serve as a director or nominee prior to the expiration of the Standstill Period (as defined in Section 4 below) and at such time as Ajdler Group’s maintains a Minimum Ownership Threshold (defined below), the Ajdler Group shall have the ability to recommend a replacement person(s) (any such person shall be referred to as a "Ajdler Replacement Appointee") # for nomination for election to the Board if Mr. Frankfurt had been nominated for election to the Board or # for appointment to the Board if Mr. Frankfurt had been serving on the Board, each in accordance with this Section 1(f). Any Replacement Appointee must # qualify as “independent” of the Company pursuant to the listing standards of the NASDAQ, # have relevant business and financial expertise to be a director of the Company, # be independent of each member of Ajdler Group and # be reasonably acceptable to the Board (such acceptance not to be unreasonably withheld). Upon the recommendation of an Ajdler Replacement Appointee by the Ajdler Group, the Board and any applicable committee thereof shall make its determination regarding whether such Ajdler Replacement Appointee meets the foregoing criteria no later than ten (10) business days after such recommendation; provided, however, that if the Board does not accept such Ajdler Replacement Appointee as recommended, the parties shall continue to follow the procedures of this Section l(f) until an Ajdler Replacement Appointee is appointed or elected to the Board as recommended. Upon an Ajdler Replacement Appointee's appointment to the Board, the Board shall take all actions necessary to appoint such Ajdler Replacement Appointee to any applicable committee of the Board of which Mr. Frankfurt was a member immediately prior to his being unable to serve. The provisions of this Section 1(f) shall apply to any Ajdler Replacement Appointee nominated or appointed to the Board who becomes unable to serve as a director or nominee prior to the expiration of the Standstill Period. For the purposes of this subsection “Minimum Ownership Threshold” shall mean the Ajdler Group, together with all controlled Affiliates of the members of the Ajdler Group (such controlled Affiliates, collectively and individually, the “Ajdler Affiliates”), collectively beneficially own (as defined in Rule 13d-3 promulgated by the SEC under the Exchange Act), an aggregate Net Long Position of at least three percent (3%) of the number of outstanding Voting Securities (as defined in Section 6(b)below) (as adjusted for any stock dividends, combinations, splits, recapitalizations and the like) and “Net Long Position” shall mean such shares of Common Stock beneficially owned, directly or indirectly, that constitute such person’s net long position as defined in Rule 14e-4 under the Exchange Act mutatis mutandis; provided that “Net Long Position” shall not include any shares as to which such person does not have the right to vote or direct the vote or as to which such person has entered into a derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares.

“EDG Permitted Contact” means any of Mr. David Aidelson, Mr. Elliot Chalom, Ms. Yana Chernobilsky, Mr. Sanjeet S. Dewal, Mr. Ganaraj S. Hegde, Mr. Noah L. Wynkoop or any of their designees; provided that JPMorgan may amend the list of EDG Permitted Contacts by delivering a revised list of EDG Permitted Contacts to Counterparty.

*Dennis Eidson in the case of Ms. Mahoney, Ms. Trupiano, Mr. Pierce and Mr. Staples; David Staples in the case of Mr. Shamber.

Litigation and Regulatory Cooperation. Before and after the Separation Date, Mr. Zobel shall cooperate fully with any [[Company:Organization]] Entity in the defense or prosecution of any claims or actions now in existence or which may be brought in the future against or on behalf of any such [[Company:Organization]] Entity which relate to events or occurrences that transpired while Mr. Zobel was employed by [[Company:Organization]]. Mr. Zobel’s full cooperation in connection with such claims or actions shall include, but not be limited to, being available to meet with counsel to prepare for discovery or trial and to act as a witness on behalf of any such [[Company:Organization]] Entity at mutually convenient times. Before and after the Separation Date, Mr. Zobel also shall cooperate fully with any [[Company:Organization]] Entity in connection with any investigation or review of any federal, state or local regulatory authority as any such investigation or review relates to events or occurrences that transpired while Mr. Zobel was employed by [[Company:Organization]]. [[Company:Organization]] shall reimburse Mr. Zobel for any reasonable out‑of‑pocket expenses incurred in connection with Mr. Zobel’s performance of obligations pursuant to this Paragraph 8. In addition, for all time that Mr. Zobel reasonably expends after the Separation Date cooperating with [[Company:Organization]] pursuant to this Paragraph 8, [[Company:Organization]] shall compensate Mr. Zobel at a per hour rate to be determined by [[Company:Organization]] based upon the hourly equivalent of the annual base salary [[Company:Organization]] was paying Mr. Zobel immediately prior to the Separation Date based upon 2,080 hours per year; provided that Mr. Zobel’s right to such compensation shall not apply to time spent in activities that could have been compelled pursuant to a subpoena, including testimony and related attendance at depositions, hearings or trials. For the avoidance of doubt, Mr. Zobel’s availability and/or performance of services pursuant to this Paragraph 8 beyond the Separation Date shall not be considered to constitute the continuation of his service to any [[Company:Organization]] Entity for purposes of any of the Equity Documents.

The Company agrees, as promptly as practicable following the execution of this Agreement, that the Board of Directors of the Company (the “Board”) shall take the necessary actions to # increase the size of the Board # appoint Mr. Rob Frankfurt (“Mr. Frankfurt”) to fill a newly created vacancy on the Board and # nominate Mr. Frankfurt for election to the Board as part of the Company’s director slate for its 2019 Annual Meeting.

Breach. Mr. Haak acknowledges and agrees that his compliance with his obligations under this Agreement is a condition to the Company’s obligation to provide (or continue providing, as applicable) the Severance Benefits. Mr. Haak understands and agrees that any material breach of his obligations under this Agreement will immediately render the Company’s obligations hereunder null and void, the Severance Benefits shall immediately cease, and Mr. Haak shall be obligated to immediately repay to the Company the net amount of any Severance Benefits previously paid pursuant to this Agreement. For the avoidance of doubt, neither Mr. Haak’s material breach of this Agreement nor the Company’s subsequent termination of its obligations hereunder shall affect Mr. Haak’s release of claims against the Company pursuant to Section 3 hereof. Notwithstanding anything to the contrary herein, Mr. Haak shall not be deemed in breach or material breach of this Agreement unless the Company has first provided Mr. Haak with at least 30 calendar days’ written notice and opportunity to cure any alleged breach and reasonably concluded that Mr. Haak failed to cure within the cure period.

For purposes of this Agreement, the “Conditions” shall mean that # Mr. Zobel complies with the terms of this Agreement; # Mr. Zobel does not resign prior to January 20, 2022 and is not terminated for Cause on or prior to January 20, 2022; and # Mr. Zobel signs the Release Agreement in the form of the attached Exhibit A (the “Release Agreement”) on or after the Separation Date, and returns it to [[Company:Organization]] as specified in the Release Agreement no later than February 10, 2022 and refrains from revoking the Release Agreement within seven (7) days of signing it. The Release Agreement shall be considered to be tendered to Mr. Zobel on the Separation Date; provided that Mr. Zobel has satisfied the conditions of [(i) and (ii) above].

During the Term, as compensation for the services to be rendered by Mr. Holtzman in his capacity as Chairman of the Board, with the title "Executive Chairman", the Company agrees to pay to Mr. Holtzman, and Mr. Holtzman agrees to accept, director compensation of One Hundred and Seventy-Six Thousand and 00/100 Dollars ($176,000.00), payable in equal monthly installments.

As a result of Mr. O’Donnell’s notice of retirement pursuant to the terms of the Employment Agreement, all restricted stock awards granted to Mr. O’Donnell during his tenure shall become vested and free from forfeiture effective as of the Agreement Effective Date. (d) Upon the Separation Date, Mr. O’Donnell shall be paid all unpaid base salary earned through such date, including any amounts for accrued but unused vacation time, and shall be reimbursed for any business expenses properly incurred through such date for which he has sought reimbursement (together, the “Accrued Obligations”). As of the Separation Date, all salary payments from the Company will cease and any benefits Mr. O’Donnell

“EDG Permitted Contact” means any of Mr. David Aidelson, Mr. Elliot Chalom, Ms. Yana Chernobilsky, Mr. Ganaraj S. Hegde, Mr. Noah L. Wynkoop and [[Person B:Person]] or any of their designees; provided that JPMorgan may amend the list of EDG Permitted Contacts by delivering a revised list of EDG Permitted Contacts to Counterparty.