Special Assistance. Upon request by TLC Hong Kong, TLC and TLC Hong Kong will negotiate in good faith the terms and conditions of a separate development and technical services agreement relating to the Derivative Products, which will include

Production Assistance. Subject to any applicable regulatory approvals, if any, TLC agrees to, based on TLC Hong Kong’s reasonable request, deliver, transfer or sell to TLC Hong Kong the production equipment, facility construction and other production related supports, (including but not limited to related raw materials, machines, equipment, systems and/or computer software) at reasonable price and within reasonable timeframe, or charge other fees related to the production. In principle, in providing assistance under this Section, TLC will ​ and TLC will ​.

Reimbursement of up to ​ for expenses directly relating to the sale of your home in Concord, OH.

Until the conclusion of the Employment Term and indefinitely thereafter ​ will continue to cooperate as reasonably requested from time to time in Cracker Barrel’s defense of litigation instituted by any private party (but specifically excluding Government Agencies, as defined below). To that end, ​ will not voluntarily provide any information or testimony concerning the Company or any subsidiary to a non-Government Agency absent a court order or subpoena compelling him to do so. In the event ​ receives such an order or subpoena, he further agrees to: # provide a copy of the order/subpoena to the Company’s General Counsel within 24 hours of receipt; # oppose any such subpoena and/or allow the Company to oppose such a subpoena on him behalf; and # cooperate with the Company in preparing for him testimony if and when it is compelled or requested by the Company and ​ will testify truthfully in all matters, including on those occasions when he may be called upon by the Company to do so. All reasonable costs incurred by ​ in connection with him obligations under this Section will be reimbursed by the Company upon a timely request for reimbursement.

Transition Assistance. The Transition Agreement will require the Opt-Out Party to, at no cost to the Continuing Party, provide reasonable consultation and assistance for a period of no more than ​ for the purpose of disclosing and providing to the Continuing Party, all the Unum Reversion IP or the SGI Reversion IP (as the case may be) not already in the Continuing Party’s possession that is relevant to the Reversion Product, and, at the Continuing Party’s request, all then-existing commercial arrangements to the extent relating solely and specifically to the Reversion Product that the Opt-Out Party is able, using reasonable commercial efforts, to disclose and provide to the Continuing Party, in each case, to the extent reasonably necessary or useful for the Continuing Party to commence or continue Researching, Developing, Manufacture (but only to the extent permitted pursuant to [Section 3.3(g)(iii)]) or Commercializing the Reversion Product. The foregoing will include assigning or sublicensing, upon request of the Continuing Party, any agreements with Third Party vendors to the extent they specifically cover the sale of the Reversion Product to the extent possible. If any such contract between the Opt-Out Party and a Third Party is not assignable to the Continuing Party (whether by such contract’s terms or because such contract does not relate specifically to the Reversion Product) but is otherwise reasonably necessary or useful for the Continuing Party to commence or continue Researching, Developing, Manufacture (but only to the extent permitted pursuant to [Section 3.3(g)(iii)]) or Commercializing the Reversion Product, then the Opt-Out Party will reasonably cooperate with the Continuing Party in the Continuing Party’s efforts to obtain from such Third Party the assignment or sublicense of such contract or of that portion of such contract that solely relates to Researching, Developing, Manufacture (but only to the extent permitted pursuant to [Section 3.3(g)(iii)]) or Commercializing the Reversion Product.

Technical Assistance. Northern shall reasonably collaborate with Spero in the further development of the Licensed Compounds. Such collaboration shall include Northern providing Spero with reasonable access by teleconference or in-person at Northern’s facilities to Northern personnel who have been involved in the research and development of the Licensed Compounds to provide Spero with a reasonable level of technical assistance and consultation in connection with the transfer of Northern Know-How.

Email Assistance. Kx will make a member of its technical staff available by email weekdays, excluding holidays, between ​ and ​, U.S. East Coast (EST/EDT) time, to ​’s designated Technical Contact. ​ may designate ​ technical contacts. Kx will consider requests by ​ that additional persons be designated a Technical Contacts. Error reports should be sent to ​.

Administrative Assistance. If the Administrator in its discretion so elects, it may retain a brokerage firm, bank, other financial institution or other appropriate agent to assist in the purchase of Shares, delivery of reports or other administrative aspects of the Plan. If the Administrator so elects, each Participant shall (unless prohibited by applicable law) be deemed upon enrollment in the Plan to have authorized the establishment of an account on his or her behalf at such institution. Shares purchased by a Participant under the Plan shall be held in the account in the Participant's name, or if the Participant so indicates in the enrollment form, in the Participant's name together with the name of one or more other persons in joint tenancy with right of survivorship or in tenancy by the entireties or as spousal community property, or in such forms of trust as may be approved by the Administrator, to the extent permitted by law.

Each Party shall at all times have the preemptive right to purchase

Educational Assistance. Educational assistance shall be provided in accordance with the Employer’s tuition program.

Further Assurances. Employee will assist the Company Group, or its designee, at the Company Group’s expense, in every proper way to secure and protect the Company Group’s rights in Company Inventions and any related copyrights, patents, mask work rights, or other intellectual property rights in any and all countries. Employee will disclose to the Company Group all pertinent information and data. Employee will execute all applications, specifications, oaths, assignments, and all other instruments that the Company Group deems necessary in order to apply for and obtain these rights and in order to deliver, assign, and convey to the Company Group, its successors, assigns, and nominees the sole and exclusive rights, title, and interest in and to Company Inventions, and any related copyrights, patents, mask work rights, or other intellectual property rights. Employee will testify in a suit or other proceeding relating to such Company Inventions and any rights relating thereto.

Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as any other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

The parties hereto will, from time to time, execute and deliver, or cause to be executed and delivered, such additional or further consents, documents and other instruments as another party hereto may reasonably request and is necessary or desirable to give effect to the provisions hereof.

Further Assurances. The parties agree: to furnish upon request to each other such further information; to execute and deliver to each other such other documents; and to do such other acts and things, all as the other party or parties may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement.

Further Assurances. From time to time, at BRPA’s request and without further consideration, the Stockholder shall execute and deliver such additional documents and take all such further action as may be reasonably necessary or reasonably requested to effect the actions and consummate the transactions contemplated by this Agreement. The Stockholder further agrees not to commence or participate in, and to take all actions necessary to opt out of any class action with respect to, any action or claim, derivative or otherwise, against BRPA, BRPA’s Affiliates, the Sponsors, Merger Sub, the Company or any of their respective successors and assigns relating to the negotiation, execution or delivery of this Agreement, the Merger Agreement (including the Per Share Merger Consideration and Company Preferred Stock Conversion) or the consummation of the transactions contemplated hereby and thereby.

Further Assurances. Borrowers shall execute and deliver such additional documents and take such additional action as may be reasonably requested by Agent to effectuate the provisions and purposes of this Amendment No. 11.

The Parties shall from time to time, on and after the Closing Date promptly execute and deliver all such other additional instruments, notices, releases and other documents, and shall do all such other acts and things as may be reasonably necessary to fully carry out the terms and conditions of this Agreement in accordance with their full intent.

The Borrower shall, at any time and from time to time at the first demand of the Accounts Bank or the Lender, and at the sole cost and expense of the Borrower, promptly and duly execute and deliver, or otherwise authenticate, all further instruments and documents, and take all further action, that may be necessary or required under applicable law or that the Accounts Bank or the Lender may reasonably request, in order to perfect and protect any pledge or security interest granted or purported to be granted hereunder or to enable each of the Accounts Bank and the Lender to exercise and enforce its rights and remedies hereunder with respect to any Account Collateral.

Further Acts. Each Party hereto agrees to perform any and all such further and additional acts and execute and deliver any and all such further and additional instruments and documents as may be reasonably necessary in order to carry out the provisions and effectuate the intent of this Agreement.

Each of the Amendment Parties shall do all such acts and things necessary or desirable to give effect to the amendments to be effected pursuant to this Amendment.