Future Employment. Executive agrees that he will not at any time in the future seek employment with ​ and waives any right that may accrue to him from any application for employment that he may make notwithstanding this provision.

Future Employment. If the Executive in the future seeks or is offered employment, or any other position or capacity (including as a consultant) with another person or entity, the Executive agrees to inform each new employer or entity, before accepting employment or other capacity, of the existence of the restrictions contained in Section 7. Further, before accepting any employment or other capacity with any person during the restriction period described in Section 7.1, the Executive agrees to give prior written notice to the Company of the name of such person or entity, the nature of the position or capacity, the responsibilities and duties of the position or capacity, and the industry or industries in which such other person or entity operates. The Company shall be entitled to advise such person or entity of the provisions of Section 7 and to otherwise deal with such person or entity to ensure that the provisions of Section 7 are enforced and duly discharged.

Future Exchanges. If the Company enters into any agreement on or prior to June 30, 2018 pursuant to which it exchanges, or proposes to exchange, Preferred Shares held by a holder other than the Stockholder for shares of Common Stock at an exchange ratio of greater than 115-to-1, then, upon consummation of that exchange, the Company shall issue and deliver, or cause to be issued and delivered, to the Stockholder additional shares of Common Stock equal to the difference between such greater exchange ratio and 115 multiplied by the number of Preferred Shares owned by the Stockholder as of the date hereof (as set forth in the first Recital above).

Restriction on Future Indebtedness with ​-District Creditors. Without the prior written consent of Aegis, # no Obligor will issue to any ​-District Creditor nor any Affiliate thereof, any additional indebtedness beyond the aggregate amount of the ​-District Debt outstanding as of the Effective Date (provided, for the avoidance of doubt, the aggregate principal amount of the A&R ​-District Notes shall in no event be permitted to exceed $524,290 at any time and further provided, for the avoidance of doubt, that # any fees, interest, or other obligations that become due or payable pursuant to the terms of any ​-District Note Document as in effect on the Effective Date shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # any principal, fees, interest, or other obligations that become due or payable pursuant to the terms of any of the A&R ​-District Unsecured Notes, A&R ​ Warrant and A&R ​ Warrant, or any 2024 Warrant held by ​ or ​, in each case as in effect on the Effective Date, shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), and # the issuance by ​ of any Kicker Note to ​ and/or District in accordance with the 2024 Loan Agreement shall not be deemed an issuance of “additional indebtedness” for purposes of this [Section 11(a)(i)]), # no Obligor will grant any additional Lien as security for the ​-District Debt or any other indebtedness owing by any Obligor to any ​-District Creditor or any Affiliate thereof beyond those Liens granted as of the Effective Date pursuant to the ​-District Note Documents as in effect on the Effective Date (provided, for the avoidance of doubt, any Lien granted to the ​-District Creditors pursuant to the 2024 Security Agreement securing any Kicker Notes purchased by ​ and/or ​ pursuant to the 2024 Loan Agreement shall not be deemed an “additional Lien” for purposes of this [Section 11(a)(i)]), and # neither any ​-District Creditor nor any Affiliate thereof will accept any such issuance of additional indebtedness by any Obligor or the grant of any such additional Lien or enter into any agreement to effect the same. The ​-District Creditors and each of the Obligors agree and acknowledge that any issuance by any Obligor of any indebtedness to any ​-District Creditor or any Affiliate thereof and/or any grant by any Obligor of any Lien to any ​-District Creditor or any Affiliate thereof in violation of the terms of this [Section 11(a)(i)] shall be void ab initio and have no force or effect.

Future Subsidiaries. Regional shall promptly notify Agent (for distribution to the Lenders) upon any Person becoming a Subsidiary and, on or before the earliest to occur of the date such Subsidiary either commences operations or originates its first Contract, shall cause such Person to become a Borrower hereunder or to guaranty the Obligations in a manner reasonably satisfactory to Agent, and to execute and deliver such documents, instruments and agreements and to take such other actions as Agent shall require to evidence and perfect a Lien in favor of Agent (on behalf of the Lenders) on all assets (other than Excluded Property) of such Person, including # delivery of such legal opinions, in form and substance reasonably satisfactory to Agent, as it shall deem appropriate, (y) (i) upon the request of any Lender made prior to the applicable joinder, Borrowers shall have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the U.S. PATRIOT Act, in each case at least 3 Business Days prior to the date of such joinder; and # at least 10 days prior to the date of such joinder (or such shorter period as Agent may agree), any Borrower (including any entity to be joined as a Borrower) that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall deliver, to each Lender that so requests, a Beneficial Ownership Certification in relation to such Borrower, and # execution and delivery of any amendments or supplements to the Loan Documents (and any additional documents), including any schedules or other attachments thereto, reasonably necessary for such Person be joined as a Borrowers or, as applicable, Guarantors under the Loan Documents (including, upon Agent’s request from time to time, a joinder to the Intercreditor Agreement), in each case in form and substance required by Agent in its Permitted Discretion (and Agent is hereby authorized on behalf of the Lenders to enter into such documents and accept the same on behalf of the Lenders); provided, however, that the foregoing provisions shall not apply with respect to a Subsidiary that is a Special Purpose Subsidiary formed to consummate a Permitted Facility pursuant to [Section 8.18] (and such Special Purpose Subsidiary shall not be required to be a Borrower or Guarantor under the Loan Documents), but Regional shall nonetheless promptly notify Agent upon any such Person becoming a Subsidiary.

Future Cooperation. As with advisory role services, during the Severance Period, Pennypacker agrees to cooperate with the Company and to provide to the Company truthful information, testimony or affidavits requested in connection with any matter that arose during his employment. Pennypacker acknowledges that the severance pay he is receiving is partially provided in return for this specific obligation. This cooperation may be performed at reasonable times and places and in a manner as to not interfere with any other employment he may have at the time of request. The Company agrees to reimburse Pennypacker for expenses incurred in providing such cooperation, so long as such expenses are approved in advance by the Company.

Future Dealings. No right of the holders of Senior Indebtedness to enforce the subordination provisions contained in this Agreement shall at any time be prejudiced or impaired by any act or failure to act on the part of the Borrower or by a non-compliance by the Borrower with the terms of this Agreement. The holders of Senior Indebtedness may extend, renew, modify or amend the terms of the documents evidencing the Senior Indebtedness or any security therefor and release, sell or exchange such security and otherwise deal freely with the Borrower all without affecting the liabilities and obligations of the parties to this Agreement.

Future Transactions. If during the Term, and, in the event Dawson has secured at least $5,000,000 in equity financing for the Company on or before the termination of this Agreement, the Company or any of its subsidiaries # decides to finance or refinance any indebtedness using a manager or agent, Dawson (or any affiliate designated by Dawson) shall have the right to act as lead manager, lead placement agent or lead agent with respect to such financing or refinancing; or # decides to raise funds by means of a public offering or a private placement of equity or debt securities using an underwriter or placement agent, Dawson (or any affiliate designated by Dawson) shall have the right to act as lead underwriter or lead placement agent for such financing. If Dawson or one of its affiliates decides to accept any such engagement, the agreement governing such engagement will contain, among other things, provisions for customary fees for transactions of similar size and nature (taking into consideration the fees paid under this Agreement) and other terms similar to the provisions of this Agreement, including indemnification, which are appropriate to such a transaction.

Replacing Future Benchmarks. If any Benchmark Transition Event occurs after the date hereof (other than as described above with respect to USD LIBOR), the then-current Benchmark will be replaced with the Benchmark Replacement for all purposes hereunder and under any Loan Document in respect of any Benchmark setting on the later of # as of 5:00 p.m. (New York City time) on the fifth (5th) Business Day after the date notice of such Benchmark Replacement is provided to the Lenders and the Borrower (together, if applicable, with an amendment to this Agreement implementing such Benchmark Replacement and any applicable Benchmark Replacement Conforming Changes) or # such other date as may be determined by the Agent, in each case, without any further action or consent of any other party to this Agreement or any other Loan Document, so long as the Agent has not received, by such time (or, in the case of [clause (ii) above], such time as may be specified by the Agent as a deadline to receive objections, but in any case, no less than five (5) Business Days after the date such notice is provided to the Lenders and the Borrower), written notice of objection to such Benchmark Replacement from Lenders comprising the Required Lenders. At any time that the administrator of the then-current Benchmark has permanently or indefinitely ceased to provide such Benchmark or such Benchmark has been announced by the regulatory supervisor for the administrator of such Benchmark pursuant to public statement or publication of information to be no longer representative of the underlying market and economic reality that such Benchmark is intended to measure and that representativeness will not be restored, the Borrower may revoke any request for a borrowing of, conversion to or continuation of Loans to be made, converted or continued that would bear interest by reference to such Benchmark until the Borrower’s receipt of notice from the Agent that a Benchmark Replacement has replaced such Benchmark, and, failing that, the Borrower will be deemed to have converted any such request into a request for a borrowing of or conversion to Base Rate Loans. During the period referenced in the foregoing sentence, the component of the Base Rate based upon the Benchmark will not be used in any determination of the Base Rate.

No Future Entitlement. By your signing this Agreement, you acknowledge and agree that: # the grant of the Restricted Shares and the Performance Award is a one-time benefit which does not create any contractual or other right to receive future grants of stock, or compensation in lieu of stock grants, even if stock grants have been granted repeatedly in the past; # all determinations with respect to any such future grants, including, but not limited to, the times when stock grants shall be granted, the maximum number of Shares subject to each stock grant, and the times or conditions under which restrictions on such stock grants shall lapse, will be at the sole discretion of the Administrator; # the value of this stock grant is an extraordinary item of compensation which is outside the scope of your employment contract, if any; # the value of this stock grant is not part of normal or expected compensation or salary for any purpose, including, but not limited to, calculating any termination, severance, resignation, redundancy, end of service payments or similar payments, or bonuses, long-service awards, pension or retirement benefits; # the vesting of Restricted Shares ceases upon termination of employment with the Company or transfer of employment from the Company, or other cessation of eligibility for any reason, except as may otherwise be explicitly provided in this Agreement; # the Company does not guarantee any future value of these Restricted Shares; and # no claim or entitlement to compensation or damages arises if these Restricted Shares do not increase in value and you irrevocably release the Company from any such claim that does arise.