SECTION # Right to Cure. (a) Notwithstanding anything to the contrary contained in [Section 7.01], in the event that the Borrower fails (or, but for the operation of this [Section 7.02], would fail) to comply with the requirements of the Financial Covenants, until the expiration of the tenth (10th) Business Day subsequent to the date the certificate calculating the Financial Covenants is required to be delivered pursuant to [Section 5.04(c)] with respect to the applicable fiscal quarter or fiscal year (the “Cure Expiration Date”), Holdings shall have the right, for the benefit of the Borrower, so long as the proceeds of such Specified Cure Contribution (as defined below) are contributed to the Borrower, to issue Eligible Equity

First Refusal Right; Put Right. At the Closing, the Shareholders will grant the Company the right of first refusal (the “First Refusal Right”) to purchase the Shareholders’ 49% ownership of the Acquisition Sub for cash. The aggregate cash price for the Shareholders’ 49% ownership of the Acquisition Sub shall equal the average of three (3) independent valuations of the Acquisition Sub as of the date when the Company notifies the Shareholder of its intent to exercise the First Refusal Right, each of which shall be undertaken by an independent valuation (to be identified by the Company and mutually acceptable to the Shareholders) firm multiplied by 49%. If the Shareholders of the Acquisition Sub have not otherwise had a liquidity event prior to such date, the Shareholders will have a one-time put right (the “Put Right”) that, if elected by the Shareholders, would obligate the Company to buy the 49% ownership of the Acquisition Sub for 49% of the independent fair market valuation as determined by an independent valuation firm (chosen in the same manner as set forth in the prior sentence).

Claim Notice and Cure Period. In the event of a Claim, then the aggrieved party shall provide reasonable written notice to the defaulting party of such breach. From the date of notice the defaulting party shall have 30 days to cure the Claim (an "Undisputed Claim") or dispute its liability to such Claim in writing (a "Disputed Claim"). If an Undisputed Claim continues after the 30 day cure period, then the aggrieved party shall have all remedies provided by this Agreement and by law. With respect to a Disputed Claim, the parties shall proceed in good faith to negotiate a resolution of such Disputed Claim and, if not resolved through negotiations, such dispute shall be resolved by litigation in an appropriate court of competent jurisdiction.

Withdrawal Right. Notwithstanding anything to the contrary contained in (and without limiting any similar provisions of) the Transaction Documents, whenever any Buyer exercises a right, election, demand or option under a Transaction Document and the Company or any Subsidiary does not timely perform its related obligations within the periods therein provided, then such Buyer may rescind or withdraw, in its sole discretion from time to time upon written notice to the Company or such Subsidiary (as the case may be), any relevant notice, demand or election in whole or in part without prejudice to its future actions and rights.

Option Right. Landlord hereby grants to the Original Tenant, and its "Permitted Assignees", as that term is defined in [Section 14.8], below, one (1) option to extend the Lease Term for a period of ten (10) years (the "Option Term"), which option shall be irrevocably exercised only by written notice delivered by Tenant to Landlord not more than twelve (12) months nor less than nine (9) months prior to the expiration of the initial Lease Term, provided that the following conditions (the "Option Conditions") are satisfied: # as of the date of delivery of such notice, Tenant is not in default under this Lease, after the expiration of any applicable notice and cure period; # Tenant has not previously been in default under this Lease, after the expiration of any applicable notice and cure period, more than twice in the twelve (12) month period prior to the date of Tenant's attempted exercise; and

Extension Right. Tenant shall have 1 right (the “Extension Right”) to extend the term of this Lease for 3 years (the “Extension Term”) on the same terms and conditions as this Lease (other than with respect to Base Rent and the Work Letter) by giving Landlord written notice of its election to exercise each Extension Right at least 9 months prior to the expiration of the Base Term of the Lease.

Extension Right. [Section 39] of the Lease is hereby deleted and replaced in its entirety with the following:

Conversion Right. The Holder of this Note is entitled, at its option, at any time, to convert all or any amount of the principal face amount of this Note then outstanding into shares of the Company’s common stock and ending # the date of payment of the Default Amount (as defined in [Article III]) pursuant to [Section 1.6(a)] or [Article III], each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of # the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and # the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations ​ thereunder, except as otherwise provided in [clause (1)] of such proviso, provided, further, however, that the limitations on conversion may be waived by the Holder upon, at the election of the Holder, not less than 61 days’ prior notice to the Borrower, and the provisions of the conversion limitation shall continue to apply until such 61st day (or such later date, as determined by the Holder, as may be specified in such notice of waiver). The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as [Exhibit A] (the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with [Section 1.4] below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before ​, New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of # the principal amount of this Note to be converted in such conversion plus # at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, provided however, that the Borrower shall have the right to pay any or all interest in cash plus # at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses # and/or # plus # at the Holder’s option, any amounts owed to the Holder pursuant to [Sections 1.3 and 1.4(g)])] hereof.

Notwithstanding anything herein to the contrary, # in each four fiscal-quarter period there shall be no more than two fiscal quarters with respect to which the Cure Right is exercised,

following receipt of such written notice to cure the applicable “good reason” condition, if susceptible to cure, and # Employee actually terminates employment within thirty (30) days following the expiration of Employer’s thirty (30) day cure period described above. For the avoidance of doubt, Employee agrees that neither the Restructuring nor any transactions contemplated pursuant thereto or to the RSA or Plan, nor a Sale During Restructuring, shall constitute “good reason” hereunder or under the Existing Employment Agreement, and Employee hereby waives any right to claim “good reason” solely by virtue of consummation thereof.