Termination Upon Completion of the Restructuring Transactions. This Agreement shall terminate automatically upon the occurrence of the Effective Time (as defined in the Merger Agreement), without any further required action or notice.

On or after the Confirmation Date, or as soon as reasonably practicable thereafter, the Debtors may take all actions as may be necessary or appropriate to effect any transaction described in, approved by, contemplated by, or necessary to effectuate the Plan, consistent with and pursuant to the terms and conditions of the RSA, including: # the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, reorganization, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan; # the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and having other terms to which the applicable parties agree; # the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution or other certificates or documentation for other transactions as described in [clause (a)], pursuant to applicable state law; # the execution and delivery of the New Term Loan Agreement Documents; # the execution and delivery of the New Unsecured Notes Documents; # the issuance and distribution of the Reorganized Holdco Interests; and # all other actions that the applicable Entities determine to be necessary or appropriate, including making filings or recordings that may be required by applicable law in connection with the Restructuring Transactions.

Restructuring Transactions. The Debtors or Reorganized Debtors, as applicable, are authorized to enter into and effectuate the Restructuring Transactions, including the entry into and consummation of the transactions contemplated by the New Term Loan Agreement and the Reorganized Holdco Organizational Documents, and may take any actions as may be necessary or appropriate to effect a corporate restructuring of their respective businesses or a corporate restructuring of the overall corporate structure of the Reorganized Debtors, as and to the extent provided in the Plan. Any transfers of assets or equity interests effected or any obligations incurred through the Restructuring Transactions are hereby approved and shall not constitute fraudulent conveyances or fraudulent transfers or otherwise be subject to avoidance. Except as otherwise provided in the Plan, each Reorganized Debtor, as applicable, shall continue to exist after the Effective Date as a separate corporate entity, limited liability company, partnership, or other form, as the case may be, with all the powers of a corporation, limited liability company, partnership, or other form, as the case may be, under the applicable law in the jurisdiction in which such applicable Debtor is incorporated or formed.

Employee and Employer agree that, in connection with the Employer’s 2017 restructuring (the “Restructuring”), Employer has established a customary management incentive plan (the “MIP”) under which officers and other key employees of Employer, including Employee, have received and shall continue to be eligible to receive, in the aggregate, # awards denominated or payable in shares of the new common stock of the restructured Employer and # New Notes (as defined in the relevant Restructuring Support Agreement, including the term sheet attached thereto (the “RSA”), or other relevant Restructuring documents), convertible into shares of the new common stock of the restructured Employer. The shares reserved under the MIP, whether granted directly under the MIP or issuable upon conversion of New Notes granted under the MIP (the “MIP Aggregate Equity”), shall be equal in the aggregate to ten percent (10%) of the equity of the restructured Employer as of the effective date of the Restructuring on a fully diluted basis (exclusive of any shares of new common stock issuable upon conversion of any New Notes issued to purchasers for new money in the Rights Offering (as defined in the RSA)

Employee and Employer agree that, in addition to all other cash compensation specified herein, Employee shall be entitled to an additional cash award equal to seventy-three and thirty-five hundredths percent (73.35%) of his Base Salary (the “Restructuring Award”) subject to Employee’s continued employment by Employer on (and not having delivered a notice of resignation other than for good reason prior to) the effective date of the Restructuring, or if [Section 3(h)(v)] below applies, the effective date of the closing of the Sale During Restructuring (in either case such date, as applicable,

Restructuring Charges. Adjusted Cash Flow for the last fiscal year of the Performance Period shall be adjusted to eliminate the impact of any restructuring charges and exit-related activities announced by the Company during the last six months of the Performance Period.

Deliveries Upon Completion of Construction. Within ten (10) days after completion of the Tenant Improvement Work, Tenant shall cause a Notice of Completion to be recorded in the office of the Recorder of the County of San Mateo, in accordance with California Civil Code Section 8182 or any successor statute, and shall furnish a copy thereof to Landlord upon such recordation. If Tenant fails to do so, Landlord may execute and file the same on behalf of Tenant as Tenant’s agent for such purpose, at Tenant’s expense. Within thirty (30) days after completing the Tenant Improvements: # Tenant shall cause Tenant’s Architect and the Contractor to # update the Approved TI Construction Drawings as necessary to reflect all changes made to the Approved TI Construction Drawings during the course of construction, # certify to the best of their knowledge that the updated drawings are true and correct, which certification shall survive the expiration or termination of the Lease, and # deliver to Landlord two (2) hard copies, two (2) CD ROMS in Auto CAD format and an electronic pdf version of such updated drawings; and # Tenant shall deliver to Landlord two (2) hard copies and one electronic pdf version of all warranties, guaranties, and operating manuals and information relating to the improvements, equipment, and systems in the Premises.

Upon Termination. In the event the Company terminates Employee’s employment for Cause in accordance with [Section 8], Employee shall receive any payments of Base Salary earned through and including the date of termination (“Termination Payment”).

As you know, the completion of the recently-announced restructuring (the "Restructuring")

Employee agrees that upon termination they will return to Employer all of Employer’s property, including, but not limited to, intellectual property, trade secret information, customer lists, operation manuals, records and accounts, materials subject to copyright, trademark, or patent protection, customer and Employer information, business documents, reports, and other items as applicable.