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Exercise Period. Each Option granted under this Plan will be exercisable in whole or in part at such time or times as set forth in the related Option Certificate, but no Option Certificate may make an Option exercisable on or after the tenth anniversary of the date the Option is granted.

To the extent that the transactions contemplated herein are subject to ISRA, the Parties each agree: # to cooperate to complete and execute a General Information Notice as required by ISRA for each such transaction, such General Information Notice to be submitted to the NJDEP by no later than five days after the execution of this Agreement; # to cooperate to complete and execute an ISRA Remediation Certification pursuant to ISRA including the required Remediation Cost Review and Remediation Funding Source/Financial Assurance forms, for each such transaction, such documentation to be submitted to the NJDEP by on or before Closing; # that shall be responsible for obtaining the Remediation Cost Review and Remediation Funding Source/Financial Assurances required to be submitted; # that, after Closing, the applicable Subject Company, and as between and , , shall be responsible for otherwise complying with ISRA, including conducting a Preliminary Assessment and engaging a Licensed Site Remediation Professional within the timeframe required and any and all additional required site investigations and remediation thereunder; and # to cooperate, at that Party’s own expense, in the application for any ISRA exemptions from NJDEP and/or in providing any information to each other and/or executing any additional documentation required for compliance with ISRA.

5.1During the Restricted Period and any Interim Period, without the prior written consent of the Purchaser:

Either party may terminate this Agreement if the other party commits a material breach of this Agreement that remains uncured thirty (30) days after written notice detailing such breach is delivered to such breaching party, including but not limited to Seller’s failure to timely repay the Advance. In the event Buyer terminates this Agreement due to Seller’s material breach, Buyer may terminate this Agreement, in whole or in part, including any or all POs issued hereunder, without liability consistent with the foregoing and the rights set forth in Section 11 of the GEE Purchase Terms, attached as Appendix 3. Any failure by Seller to deliver Components to the Storage Facility in accordance with the schedule identified at the time a PO is accepted shall not be deemed a material breach of this Agreement [...​...] after such due date. In the event that Buyer provides notice of a material breach to Seller for late delivery of components, Seller will deliver to Buyer a written plan for the remediation of the material breach, for late delivery (“Late Delivery Remediation Plan”) which will include a date by which Seller plans to fully remediate such material breach (the “Late Delivery Remediation Target Date”). In the case of a failure by Seller to deliver Components to the Storage Facility in accordance with the schedule identified at the time a PO is accepted that continues for [...​...], such Late Delivery Remediation Target Date shall be [...​...]. Buyer must then accept or reject Seller’s Late Delivery Remediation Plan in writing. If Buyer accepts Seller’s Late Delivery Remediation Plan, Buyer’s right to terminate this Agreement and/or recover damages with respect to the material breach for late delivery will be tolled until the Remediation Target Date; and if actual, full remediation of the material breach for late delivery is achieved, then Buyer’s right to terminate this Agreement and/or recover damages with respect to such material breach shall terminate. If Buyer rejects Seller’s Late Delivery Remediation Plan, the parties must then undertake to resolve the breach and any related conflict pursuant to the conflict resolution procedures of this Agreement, which will toll Buyer’s right to terminate this Agreement and/or recover damages with respect to the material breach until completion of the conflict resolution procedures. If Buyer does not respond to Seller’s Late Delivery Remediation Plan within ten (10) days of its proposal, Buyer will be deemed to have accepted Seller’s Late Delivery Remediation Plan. In the case of a failure by Seller to deliver Components to the Storage Facility in accordance with the schedule identified at the time a PO is accepted that continues for [...​...], if Seller fails to fully remediate its failure to deliver Components by the Late Delivery Remediation Target Date, then [...​...], the Buyer may elect in a writing delivered to Seller to terminate this Agreement.

First Refusal Right Period; Put Right Period. The First Refusal Right may be exercised by the Company at any time during the period beginning on the date of the Closing and ending on the date which is eighteen (18) months following such date (“First Refusal Right Period”). The Put Right may be exercised by the Shareholders one time, no later than the three (3) year anniversary of the Closing.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period, the Borrower may revoke any request for a Euro-dollar Borrowing of, conversion to or continuation of Euro-dollar

Benchmark Unavailability Period. Upon the Borrowers’ receipt of notice of the commencement of a Benchmark Unavailability Period, each Borrower may revoke any request for an Advance bearing interest based on USD LIBOR, conversion to or continuation of Advances bearing interest based on USD LIBOR to be made, converted or continued during any Benchmark Unavailability Period and, failing that, each Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to Alternate Base Rate Advances. During any Benchmark Unavailability Period or at any time that a tenor for the then-current Benchmark is not an Available Tenor, the component of Alternate Base Rate based upon the then-current Benchmark or such tenor for such Benchmark, as applicable, will not be used in any determination of Alternate Base Rate.

Minimum Vesting Period. The vesting period for each Award granted under the Plan, other than an Excepted Award (as defined below), must be at least equal to the Minimum Vesting Period; provided, however, nothing in this Section 2(g) shall limit the Administrator’s authority to accelerate the vesting of Awards as set forth in [Section 2(b)(v)] above; and, provided further, notwithstanding the foregoing, # up to 5% of the shares of Stock authorized for issuance under the Plan may be utilized for Unrestricted Stock Awards or other Awards with a vesting period that is less than the Minimum Vesting Period, # Awards may be granted as substitute Awards in replacement of other Awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within the Minimum Vesting Period or # Awards may be granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the Minimum Vesting Period (each such Award, an “Excepted Award”).

Period of Exercise. This Warrant is exercisable at any time or from time to time on or after the Effective Date and before 6:00 p.m., [[Address C:Address]] time on the fifth (5th) anniversary of the Effective Date (the “Exercise Period”).

Period of Deferral. All deferrals shall be until the Outside Director experiences a Separation from Service. For purposes of this Plan, “Separation from Service” shall mean termination of service with A&B as described in section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder. Once specified, the date(s) for payment of deferred fees may not be changed.

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