No Right to Continued Employment. Neither the establishment of the Plan nor the award of Restricted Shares hereunder shall be construed as giving the Participant the right to continued employment with the Company or any Affiliate.

Nothing in this Plan shall be deemed by implication, action or otherwise to constitute a contract of employment, or otherwise to provide a Participant with any right of continued employment or impose any limitation on any right of the Company to terminate a Participant’s employment at any time.

No Right to Continued Employment. Nothing in this Agreement shall interfere with or limit in any way the right of the Company to terminate the Grantee's employment, nor confer upon the Grantee any right to continuance of employment by the Company or continuance of service as a Company Board of Directors member.

No Right of Set-Off. Except as set forth in Section 2.6, Purchaser for itself and on behalf of its Affiliates and its and their successors and permitted assigns, hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment or similar rights that Purchaser or any of its Affiliates or any of its or their successors and permitted assigns has or may have with respect to the payment of the Purchase Price or any other payments to be made by Purchaser pursuant to this Agreement or any other document or instrument delivered by Purchaser in connection herewith on or prior to the Closing Date. Each Seller, for itself and for and on behalf of its Affiliates and its and their successors and permitted assigns hereby unconditionally and irrevocably waives any rights of set-off, netting, offset, recoupment or similar rights that Sellers or any of their Affiliates, successors and assigns have or may have with respect to any payments to be made by Sellers pursuant to this Agreement or any other document or instrument delivered by Sellers in connection herewith on or prior to the Closing Date. Notwithstanding the foregoing, Purchaser and Sellers may agree to net amounts owing between under this Agreement them in connection with the Closing.

No Right to Continued Employment. Neither the Plan nor this Award, nor any terms contained therein or herein, shall confer upon Holder any right with respect to continuation of employment by the Company, or any right to provide services to the Company, nor shall they constitute a commitment of any kind with respect to the duration of Holder’s at will employment with the Company, nor interfere in any way with the Company’s right to terminate Holder’s at will employment at any time.

No Right of Continued Employment. The granting of this Award does not confer upon the Participant any legal right to be continued in the employ of the Corporation or its Affiliates, and the Corporation and its Affiliates reserve the right to discharge the Participant whenever the interest of the Corporation or its Affiliates may so require without liability to the Corporation or its Affiliates, the Board of Directors of the Corporation or its Affiliates, or the Committee, except as to any rights which may be expressly conferred on the Participant under this Award.

Nothing in this Agreement or the Plan shall be interpreted or construed to confer upon the Grantee any right with respect to continuance of employment by the Company, nor shall this Agreement or the Plan interfere in any way with the right of the Company to terminate the Grantee’s employment at any time. The Grantee is employed by the Company “at will,” which means that either the Grantee or the Company may terminate the Grantee’s employment at any time, for any reason.

No payment shall be subject to offset by any other payment unless otherwise permitted by [Section 409A].

Accounts which are disputed or with respect to which a claim, counterclaim, offset or chargeback has been asserted, but only to the extent of such dispute, counterclaim, offset or chargeback; provided that no Account that otherwise constitutes an Eligible Trade Receivable shall be rendered ineligible by virtue of this clause (f) to the extent, but only to the extent, that the account debtor’s right of setoff is limited by an enforceable agreement that is reasonably satisfactory to the [[Administrative Agent:Organization]] (and, if Eligible Trade Receivables are included in the FILO Borrowing Base, the [[FILO Documentation Agent:Organization]]);

The above-captioned Borrower hereby gives notice to ​, ​ (the “Lender”), pursuant to that certain Convertible Promissory Note made by Borrower in favor of Lender on March 13, 2017 (the “Note”), of Borrower’s election to exercise the Borrower Offset Right as set forth below. In the event of a conflict between this Notice of Exercise of Borrower Offset Right and the Note, the Note shall govern. Capitalized terms used in this notice without definition shall have the meanings given to them in the Note.