Exhibit 10.1

EXECUTION COPY

STOCKHOLDERS AGREEMENT

BY AND AMONG

STORE CAPITAL CORPORATION

AND

THE STOCKHOLDERS PARTY HERETO

DATED AS OF NOVEMBER 21, 2014

TABLE OF CONTENTS

This STOCKHOLDERS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “ Agreement ”), dated as of November 21, 2014, is made by and among:

i.                                           STORE Capital Corporation, a Maryland corporation (the “ Company ”);

ii.                                        STORE Holding Company, LLC, a Delaware limited liability company (“ STORE Holding ”); and

iii.                                     such other Persons who from time to time become party hereto by executing a counterpart signature page hereof and are designated by the Board (as defined below) as “Other Stockholders” (the “ Other Stockholders ” and, together with STORE Holding, the “ Stockholders ”).

RECITALS

WHEREAS, on or about the date hereof, the Company has priced an initial public offering (the “ IPO ”) of shares of its common stock, par value $0.01 per share (“ Common Stock ”), pursuant to an Underwriting Agreement, dated as of November 17, 2014 (the “ Underwriting Agreement ”); and

WHEREAS, the parties hereto desire to provide for certain governance rights and other matters, and to set forth the respective rights and obligations of the Stockholders following the IPO.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1                                     Definitions .  As used in this Agreement, the following terms shall have the following meanings:

“ Affiliate ” means, with respect to any specified Person, ( a ) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person or ( b ) in the event that the specified Person is a natural Person, a Member of the Immediate Family of such Person; provided that the Company and its Subsidiaries shall not be deemed to be Affiliates of STORE Holding or the Investor.  As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” has the meaning set forth in the Preamble.

“ Board ” means the board of directors of the Company.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York or Phoenix, Arizona.

“ Chief Executive Officer ” means the chief executive officer of the Company then in office.

“ Closing ” means the closing of the IPO.

“ Common Stock ” has the meaning set forth in the Recitals.

“ Company ” has the meaning set forth in the Preamble.

“ Company Bylaws ” means the bylaws of the Company in effect on the date hereof, as may be amended from time to time.

“ Company Charter ” means the charter of the Company in effect on the date hereof, as may be amended or supplemented from time to time.

“ Company Shares ” means ( a ) all shares of Common Stock that are not then subject to vesting (including shares that were at one time subject to vesting to the extent they have vested), ( b ) all shares of Common Stock issuable upon exercise, conversion or exchange of any option, warrant or convertible security that are not then subject to vesting (including shares that were at one time subject to vesting to the extent they have vested) and ( c ) all shares of Common Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (a) or (b) above by way of any unit or stock dividend or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Fund Indemnitors ” has the meaning set forth in Section 3.1(h).

“ Indemnitee ” has the meaning set forth in Section 3.1(h).

“ Investor ” means OCM STR Holdings, L.P., OCM STR Holdings II, L.P., and OCM STR Co-Invest 1, L.P., each a Delaware limited partnership.

“ Investor Designee ” has the meaning set forth in Section 4.2.

“ IPO ” has the meaning set forth in the Recitals.

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“ Majority in Interest ” means, with respect to the Stockholders or any subset thereof, Stockholders who beneficially own a majority of Company Shares held by the Stockholders or such subset of Stockholders, as applicable.

“ Member of the Immediate Family ” means, with respect to an individual, ( a ) each parent, spouse (but not including a former spouse or a spouse from whom such individual is legally separated) or child (including those adopted) of such individual and ( b ) each trustee, solely in his or her capacity as trustee and so long as such trustee is reasonably satisfactory to the Company, for a trust naming only one or more of the Persons listed in sub-clause (a) as beneficiaries.

“ Necessary Action ” means, with respect to a specified result, all actions necessary to cause such result, including ( a ) voting or providing a written or electronic consent or proxy with respect to the shares of Common Stock, ( b ) causing the adoption of stockholders’ resolutions and amendments to the organizational documents of the Company, ( c ) executing agreements and instruments, and ( d ) making, or causing to be made, with governmental, administrative or regulatory authorities, all filings, registrations or similar actions that are required to achieve such result.

“ Other Stockholders ” has the meaning set forth in the Preamble.

“ Person ” means any individual, partnership, limited liability company, corporation, trust, association, estate, unincorporated organization or government or any agency or political subdivision thereof.

“ Principal Sponsor Designee ” has the meaning set forth in Section 3.1(b).

“ Principal Sponsor Minimum ” means, with respect to STORE Holding, a number of shares of Common Stock owned by STORE Holding equal to at least 50% of the outstanding shares of Common Stock owned by STORE Holding as of the closing of all of the transactions contemplated by the Underwriting Agreement, as adjusted appropriately for stock splits, combinations and dividends and similar transactions.

“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Requisite Investor Approval ” means, for so long as STORE Holding holds at least the Principal Sponsor Minimum, the approval of a majority of the Board, including in each case at least one director designated by STORE Holding.  At such time as STORE Holding does not hold at least the Principal Sponsor Minimum, any action requiring “Requisite Investor Approval” shall be determined by the Company or the Board in accordance with applicable law, the Company Bylaws and the Company Charter.

“ Stockholders ” has the meaning set forth in the Preamble.

“ STORE Holding ” has the meaning set forth in the Preamble.

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“ Underwriting Agreement ” has the meaning set forth in the Recitals.

Section 1.2                                     Other Interpretive Provisions .

(a)                                  The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

(b)                                  The words “ hereof ,” “ herein ,” “ hereunder ” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and section references are to this Agreement unless otherwise specified.

(c)                                   The term “ including ” is not limiting and means “ including without limitation .”

(d)                                  The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(e)                                   Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

ARTICLE II

REPRESENTATIONS AND WARRANTIES

Each of the parties to this Agreement hereby represents and warrants to each other party to this Agreement that as of the date such party executes this Agreement:

Section 2.1                                     Existence; Authority; Enforceability .  Such party has the power and authority to enter into this Agreement and to carry out its obligations hereunder.  Such party is duly organized and validly existing under the laws of its jurisdiction of organization, and the execution of this Agreement, and the consummation of the transactions contemplated herein, have been authorized by all necessary action on the part of its board of directors (or equivalent) and stockholders (or other holders of equity interests), if required, and no other act or proceeding on its part is necessary to authorize the execution of this Agreement or the consummation of any of the transactions contemplated hereby.  This Agreement has been duly executed by it and constitutes its legal, valid and binding obligation, enforceable against it in accordance with its terms.

Section 2.2                                     Absence of Conflicts .  The execution and delivery by such party of this Agreement and the performance of its obligations hereunder does not and will not ( a ) conflict with, or result in the breach of any provision of the organizational documents of such party, ( b ) result in any violation, breach, conflict, default or an event of default (or an event which with notice, lapse of time, or both, would constitute a default or an event of default), or give rise to any right of acceleration or termination or any additional payment obligation, under the terms of any contract, agreement or permit to which such party is a party or by which such party’s assets or operations are bound or affected, or ( c ) violate any law applicable to such party.

Section 2.3                                     Consents .  Other than as expressly required herein or any consents which have already been obtained, no consent, waiver, approval, authorization, exemption, registration,

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license or declaration is required to be made or obtained by such party in connection with ( a ) the execution, delivery or performance of this Agreement or ( b ) the consummation of any of the transactions contemplated herein.

ARTICLE III

GOVERNANCE

Section 3.1                                     The Board .

(a)                                  Composition of Initial Board .  Prior to Closing, the Company and the Stockholders shall take all Necessary Action to cause the Board to be comprised of nine (9) directors, ( i ) five (5) of whom shall be designated by STORE Holding, ( ii ) one (1) of whom shall be the Chief Executive Officer and ( iii ) three (3) of whom shall be directors who meet the independence criteria set forth in Rule 10A-3 under the Exchange Act.  The directors shall serve until the Company’s 2015 annual meeting of stockholders at which directors are elected and until their successors are duly elected and qualify.  For the avoidance of doubt, this Section 3.1(a) is applicable solely to the initial composition of the Board following the IPO.

(b)                                  STORE Holding Representation .  For so long as STORE Holding holds a number of shares of Common Stock representing at least the percentage of combined voting power of the Company’s outstanding shares of Common Stock shown below under the heading “Voting Percentage”, there shall be included in the slate of nominees recommended by the Board for election as directors by the stockholders of the Company at each applicable annual or special meeting of stockholders at which directors are to be elected that number of individuals designated by STORE Holding (each, a “Principal Sponsor Designee”) such that, if elected, will result in Principal Sponsor Designees representing the lowest whole number of directors serving on the Board that is greater than the corresponding percentage under the heading “Percentage of Directors”.

Upon any decrease in the number of directors that STORE Holding is entitled to designate for election to the Board pursuant to this Section 3.1(b), STORE Holding shall take all Necessary Action to cause the appropriate number of Principal Sponsor Designees to offer to tender his or her resignation.  If such resignation is then accepted by the Board, the Company, the Board and the Stockholders, as applicable, shall cause the authorized size of the Board to be reduced accordingly unless the Board with Requisite Investor Approval determines not to reduce the authorized size of the Board.

(c)                                   CEO Representation .  Subject to the last sentence of Section 3.1(d), if the term of the Chief Executive Officer as a director on the Board is to expire in conjunction with any annual

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or special meeting of stockholders at which directors are to be elected, the Chief Executive Officer shall be included in the slate of nominees recommended by the Board for election.

(d)                                  Vacancies .  Except as provided in Sections 3.1(b), ( i ) STORE Holding shall have the exclusive right to remove its designees from the Board, and the Company shall take all Necessary Action to cause the removal of any such designee at the request of STORE Holding and ( ii ) STORE Holding shall have the exclusive right to designate for election to the Board directors to fill vacancies created by reason of the death, removal or resignation of its designees to the Board, and the Company shall take all Necessary Action to cause any such vacancies to be filled by replacement directors designated by STORE Holding as promptly as reasonably practicable; provided , that, for the avoidance of doubt and notwithstanding anything to the contrary in this paragraph, STORE Holding shall not have the right to designate a replacement director, and the Company shall not be required to take any action to cause any vacancy to be filled by any such designee, to the extent that election or appointment of such designee to the Board would result in a number of directors designated by STORE Holding in excess of the number of directors that STORE Holding is then entitled to designate for membership on the Board pursuant to Section 3.1(b).  If the Chief Executive Officer resigns or is terminated for any reason, the Company, the Chief Executive Officer and STORE Holding shall take all Necessary Action to remove the Chief Executive Officer from the Board and fill such vacancy with the next chief executive officer in office.

(e)                                   Additional Unaffiliated Directors .  For so long as STORE Holding has the right to designate at least one (1) director for nomination under this Agreement, the Company shall take all Necessary Action to ensure that the number of directors serving on the Board shall not exceed nine (9); provided , that the number of directors may be increased if necessary to satisfy the requirements of applicable laws and stock exchange regulations.

(f)                                    Committees .  Subject to applicable laws and stock exchange regulations, STORE Holding shall have the right to have a representative appointed to serve on each committee of the Board (other than any committee formed for the purpose of evaluating or negotiating any transaction with STORE Holding) for so long as it has the right to designate at least one (1) director for election to the Board.  Subject to applicable laws and stock exchange regulations, STORE Holding shall have the right to have a representative appointed as an observer to any committee of the Board (other than any committee formed for the purpose of evaluating or negotiating any transaction with STORE Holding) to which it ( i ) does not elect to have a representative appointed or ( ii ) is prohibited by applicable laws or stock exchange regulations from having a representative appointed, in each case for so long as STORE Holding has the right to designate at least one (1) director for nomination under this Agreement.

(g)                                   Reimbursement of Expenses .  The Company shall reimburse each Principal Sponsor Designee for all reasonable and documented out-of-pocket expenses incurred in connection with such director’s or designee’s participation in the meetings of the Board or any committee of the Board, including reasonable travel, lodging and meal expenses.

(h)                                  D&O Insurance; Indemnification Priority .  The Company shall obtain customary director and officer indemnity insurance on commercially reasonable terms.  The Company hereby acknowledges that any director, officer or other indemnified person covered by any such

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indemnity insurance policy (any such Person, an “ Indemnitee ”) may have certain rights to indemnification, advancement of expenses and/or insurance provided by the Investor, STORE Holding or one of their respective Affiliates (collectively, the “ Fund Indemnitors ”).  The Company hereby ( i ) agrees that the Company and any Company subsidiary that provides indemnity shall be the indemnitor of first resort (i.e., its or their obligations to an Indemnitee shall be primary and any obligation of any Fund Indemnitor to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee shall be secondary), and ( ii ) irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or any other recovery of any kind in respect thereof.  The Company further agrees that no advancement or payment by the Fund Indemnitors on behalf of an Indemnitee with respect to any claim for which such Indemnitee has sought indemnification from the Company, as the case may be, shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or payment to all of the rights of recovery of such Indemnitee against the Company.

Section 3.2                                     Voting Agreement .  STORE Holding agrees to cast all votes to which it is entitled in respect of its Company Shares, whether at any annual or special meeting, by written consent or otherwise, so as to cause to be elected to the Board those individuals designated in accordance with Section 3.1(a)-(c) and to otherwise effect the intent of this Article III.

ARTICLE IV

GENERAL PROVISIONS

Section 4.1                                     Company Charter and Company Bylaws .

(a)                                  The provisions of this Agreement shall be controlling if any such provisions or the operation thereof conflict with the provisions of the Company Charter or the Company Bylaws.  The Company and STORE Holding agree to take all Necessary Action to amend the Company Charter and Company Bylaws so as to avoid any conflict with the provisions hereof.

(b)                                  Any amendment to the Company Bylaws shall only be effective if approved by Requisite Investor Approval or, after Requisite Investor Approval is no longer required, such approval as is set forth in the Company Bylaws.

Section 4.2                                     Freedom to Pursue Opportunities .  To the maximum extent permitted by Maryland law, the parties expressly acknowledge and agree that: ( i ) the Investor, STORE Holding, each Representative of STORE Holding and of the Investor and each director or officer of the Company, that is an Affiliate or designee of STORE Holding or the Investor (each, an “ Investor Designee ”) has the right to, and has no duty (contractual or otherwise) not to, ( x ) directly or indirectly engage in the same or similar business activities or lines of business as the Company, including those deemed to be competing with the Company, or ( y ) directly or indirectly do business with any client, customer or supplier of the Company; and ( ii ) in the event that the Investor, STORE Holding, any Representative of STORE Holding or the Investor or any Investor Designee acquires knowledge of a potential transaction or matter that may be a corporate opportunity for the Company, STORE Holding, such Investor, such Representative or

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such Investor Designee shall have no duty (contractual or otherwise) to communicate or present such corporate opportunity to the Company or any of its Affiliates, and, notwithstanding any provision of this Agreement to the contrary, shall not be liable to the Company or any of its Affiliates, subsidiaries, stockholders or other equity holders for breach of any duty (contractual or otherwise) by reason of the fact that STORE Holding, such Investor, such Representative or such Investor Designee, directly or indirectly, pursues or acquires such opportunity for itself, directs such opportunity to another Person, or does not present such opportunity to the Company or any of its Affiliates.  For the avoidance of doubt, the provisions of this Section 4.2 shall have independent effect with respect to, and shall not be construed as being in lieu of or otherwise limiting, any separate obligations of any Person under any agreement between the Company and/or STORE Holding or an Affiliate thereof, including any agreement related to noncompetition, nonsolicitation, confidentiality or other restrictions on the activities or operations of such Person.

Section 4.3                                     Assignment; Benefit .

(a)                                  The rights and obligations hereunder shall not be assignable without the prior written consent of the other parties hereto.  Any attempted assignment of rights or obligations in violation of this Section 4.3 shall be null and void.

(b)                                  This Agreement shall be binding upon and shall inure to the benefit of the parties hereto, and their respective successors and permitted assigns, and there shall be no third-party beneficiaries to this Agreement other than the Indemnitees and the Fund Indemnitors under Section 3.1(h), and STORE Holding, the Investor, their respective Representatives and Affiiliates and the Investor Designees under Section 4.2.

Section 4.4                                     Termination .  If not otherwise agreed in writing by the Company and such Stockholder, this Agreement shall terminate automatically (without any action by any party hereto) as to each Stockholder as of the later of ( i ) when such Stockholder no longer owns any shares of Common Stock, or ( ii ) when such Stockholder no longer has the right to nominate any directors to the Board pursuant to Article III hereof.

Section 4.5                                     Severability .  In the event that any provision of this Agreement shall be invalid, illegal or unenforceable such provision shall be construed by limiting it so as to be valid, legal and enforceable to the maximum extent provided by law and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

Section 4.6                                     Entire Agreement; Amendment .

(a)                                  This Agreement sets forth the entire understanding and agreement between the parties with respect to the transactions contemplated herein and supersedes and replaces any prior understanding, agreement or statement of intent, in each case written or oral, of any kind and every nature with respect hereto.  This Agreement or any provision hereof may only be amended, modified or waived, in whole or in part, at any time by an instrument in writing signed by STORE Holding; provided that the prior written consent of the holders of the Majority in Interest of the Company Shares then held by the Other Stockholders shall be required for any amendment, modification or waiver that would have a disproportionate and adverse effect in any

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material respect on the rights of Other Stockholders under this Agreement relative to STORE Holding.

(b)                                  No waiver of any breach of any of the terms of this Agreement shall be effective unless such waiver is expressly made in writing and executed and delivered by the party against whom such waiver is claimed.  The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a further or continuing waiver of such breach or as a waiver of any other or subsequent breach.  Except as otherwise expressly provided herein, no failure on the part of any party to exercise, and no delay in exercising, any right, power or remedy hereunder, or otherwise available in respect hereof at law or in equity, shall operate as a waiver thereof, nor shall any single or partial exercise of such right, power or remedy by such party preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

Section 4.7                                     Counterparts .  This Agreement may be executed in any number of separate counterparts each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same agreement.  Counterpart signature pages to this Agreement may be delivered by facsimile or electronic delivery ( i.e ., by email of a PDF signature page) and each such counterpart signature page will constitute an original for all purposes.

Section 4.8                                     Notices .  Unless otherwise specified herein, all notices, consents, approvals, reports, designations, requests, waivers, elections and other communications authorized or required to be given pursuant to this Agreement shall be in writing and shall be given, made or delivered by personal hand-delivery, by facsimile transmission, by electronic mail, by mailing the same in a sealed envelope, registered first-class mail, postage prepaid, return receipt requested, or by air courier guaranteeing overnight delivery (and such notice shall be deemed to have been duly given, made or delivered ( a ) on the date received, if delivered by personal hand delivery, ( b ) on the date received, if delivered by facsimile transmission, by electronic mail or by registered first-class mail prior to 5:00 p.m. prevailing local time on a Business Day, or if delivered after 5:00 p.m. prevailing local time on a Business Day or on other than a Business Day, on the first Business Day thereafter and ( c ) two (2) Business Days after being sent by air courier guaranteeing overnight delivery), at the following addresses (or at such other address as shall be specified by like notice):

if to the Company to:

STORE Capital Corporation
8501 E. Princess Drive
Suite 190
Scottsdale, AZ 85255
Attention:                  Michael T. Bennett, Secretary
Facsimile:  (480) 256-1101
E-mail:                                 mbennett@storecapital.com

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with a copy (which shall not constitute notice) to:

Kutak Rock LLP
Suite 3100
1801 California Street
Denver, CO 80202
Attention:                  Paul E. Belitz
Facsimile:                  (303) 292-7799
E-mail:                                 paul.belitz@kutakrock.com

if to STORE Holding:

STORE Holding Company, LLC
8501 E. Princess Drive
Suite 190
Scottsdale, AZ 85255
Attention:                  Michael T. Bennett, Secretary
Facsimile:  (480) 256-1101
E-mail:                                 mbennett@storecapital.com

and

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Attention:                  Jasmine Ball
Facsimile:                  (212) 909-6836
E-mail:                                 jball@debevoise.com

Section 4.9                                     Governing Law .  THIS AGREEMENT AND ANY RELATED DISPUTE SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF MARYLAND.

Section 4.10                              Jurisdiction .  ANY ACTION OR PROCEEDING AGAINST THE PARTIES RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT EXCLUSIVELY IN THE COURTS OF THE STATE OF MARYLAND OR (TO THE EXTENT SUBJECT MATTER JURISDICTION EXISTS THEREFORE) THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND, BALTIMORE DIVISION, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF

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BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING.  ANY ACTIONS OR PROCEEDINGS TO ENFORCE A JUDGMENT ISSUED BY ONE OF THE FOREGOING COURTS MAY BE ENFORCED IN ANY JURISDICTION.

Section 4.11                              Waiver of Jury Trial .  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW THAT CANNOT BE WAIVED, EACH PARTY HERETO WAIVES, AND COVENANTS THAT SUCH PARTY WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE), ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE, CLAIM OR PROCEEDING ARISING OUT OF THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH THE DEALINGS OF ANY STOCKHOLDER OR THE COMPANY IN CONNECTION WITH ANY OF THE ABOVE, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING AND WHETHER IN CONTRACT, TORT OR OTHERWISE.  EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.11 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH IT IS RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.  ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.11 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Section 4.12                              Specific Performance .  It is hereby agreed and acknowledged that it will be impossible to measure in money the damages that would be suffered if the parties fail to comply with any of the obligations herein imposed on them by this Agreement and that, in the event of any such failure, an aggrieved party will be irreparably damaged and will not have an adequate remedy at law.  Any such party shall therefore be entitled (in addition to any other remedy to which such party may be entitled at law or in equity) to injunctive relief, including specific performance, to enforce such obligations, without the posting of any bond, and if any action should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law.

Section 4.13                              Subsequent Acquisition of Shares .  Any equity securities of the Company acquired subsequent to the date hereof by a Stockholder shall be subject to the terms and conditions of this Agreement.

[Signature pages follow]

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IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the day and year first above written.

[Signature Page to Stockholders Agreement]

[Signature Page to Stockholders Agreement]

[Signature Page to Stockholders Agreement]

Exhibit 10.2

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

BY AND AMONG

STORE CAPITAL CORPORATION

AND

CERTAIN STOCKHOLDERS

DATED AS OF NOVEMBER 21, 2014

TABLE OF CONTENTS

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This REGISTRATION RIGHTS AGREEMENT (as it may be amended from time to time in accordance with the terms hereof, the “ Agreement ”), dated as of November 21, 2014, is made by and among:

i.                                           STORE Capital Corporation, a Maryland corporation (the “ Company ”);

ii.                                        STORE Holding Company, LLC, a Delaware limited liability company (together with its Permitted Transferees that become party hereto, the “ Principal Investor ” or “ Principal Investors ”);

iii.                                     those employees, advisors or directors of the Company or its subsidiaries named on the signature pages hereto or who may become a party to this Agreement pursuant to Section 4.4.2 (collectively, the “ Management Holders ”); and

iv.                                    such other Persons, if any, that from time to time become party hereto as holders of Registrable Securities pursuant to Section 4.4.1 in their capacity as Permitted Transferees (collectively, the “ Other Holders ” and, together with the Principal Investors and the Management Holders, the “ Holders ”).

RECITALS

WHEREAS, on the date hereof, the Company has priced an initial public offering of shares of its common stock (the “ Common Stock ” and such initial public offering, the “ IPO ”) pursuant to an Underwriting Agreement dated November 17, 2014 (the “ Underwriting Agreement ”); and

WHEREAS, the parties believe that it is in the best interests of the Company and the other parties hereto to set forth their agreements regarding registration rights and certain other matters following the IPO.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises, covenants and agreements of the parties hereto, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

EFFECTIVENESS

Section 1.1.                                  Effectiveness .  This Agreement shall become effective upon the closing of the IPO (the “ Closing ”).

ARTICLE II

DEFINITIONS

Section 2.1.                                  Definitions .  As used in this Agreement, the following terms shall have the following meanings:

“ Adverse Disclosure ” means public disclosure of material non-public information that, in the good faith judgment of the board of directors of the Company, after consultation with outside counsel to the Company: ( i ) would be required to be made in any Registration Statement filed with the SEC by the Company so that such Registration Statement, from and after its effective date, does not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; ( ii ) would not be required to be made at such time but for the filing, effectiveness or continued use of such Registration Statement; and ( iii ) the Company has a bona fide business purpose for not disclosing publicly.

“ Affiliate ” means, with respect to any specified Person, ( i ) any Person that directly or indirectly through one or more intermediaries controls, or is controlled by, or is under common control with, such specified Person or ( ii ) in the event that the specified Person is a natural Person, a Member of the Immediate Family of such Person; provided that the Company and each of its subsidiaries shall be deemed not to be Affiliates of the Principal Investor or Oaktree.  As used in this definition, the term “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through ownership of voting securities, by contract or otherwise.

“ Agreement ” shall have the meaning set forth in the Preamble.

“ Business Day ” means any day that is not a Saturday, a Sunday or other day on which banks are required or authorized by law to be closed in the City of New York.

“ Closing ” shall have the meaning set forth in Section 1.1.

“ Common Stock ” shall have the meaning set forth in the Recitals.

“ Company ” shall have the meaning set forth in the Recitals.

“ Demand Notice ” shall have the meaning set forth in Section 3.1.3.

“ Demand Registration ” shall have the meaning set forth in Section 3.1.1(a).

“ Demand Registration Request ” shall have the meaning set forth in Section 3.1.1(a).

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“ Demand Registration Statement ” shall have the meaning set forth in Section 3.1.1(c).

“ Demand Suspension ” shall have the meaning set forth in Section 3.1.6.

“ Demanding Holder ” means the Principal Investor once the Principal Investor exercises a right to request a Demand Registration pursuant to Section 3.1.

“ Exchange Act ” means the Securities Exchange Act of 1934, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ FINRA ” means the Financial Industry Regulatory Authority.

“ Holders ” shall have the meaning set forth in the Preamble.

“ IPO ” shall have the meaning set forth in the Recitals.

“ Issuer Free Writing Prospectus ” means an issuer free writing prospectus, as defined in Rule 433 under the Securities Act, relating to an offer of the Registrable Securities.

“ Issuer Shares ” means the shares of Common Stock or other equity securities of the Company, and any securities into which such shares of Common Stock or other equity securities shall have been changed or any securities resulting from any reclassification or recapitalization of such shares of Common Stock or other equity securities.

“ Loss ” shall have the meaning set forth in Section 3.9.1.

“ Management Holders ” shall have the meaning set forth in the Preamble.

“ Member of the Immediate Family ” means, with respect to any Person who is an individual, ( i ) each parent, spouse (but not including a former spouse or a spouse from whom such Person is legally separated) or child (including those adopted) of such individual and ( ii ) each trustee, solely in his or her capacity as trustee, for a trust naming only one or more of the Persons listed in sub-clause (i) as beneficiaries.

“ Oaktree ” means OCM STR Holdings, L.P., OCM STR Holdings II, L.P., and OCM STR Co-Invest 1, L.P. and their respective Affiliates.

“ Other Holders ” shall have the meaning set forth in the Preamble.

“ Participation Conditions ” shall have the meaning set forth in Section 3.2.5(b).

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“ Permitted Transferee ” means ( i ) with respect to the Principal Investor, any Affiliate of such Principal Investor, and ( ii ) such other Persons as the Principal Investor approves in writing.

“ Person ” means any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.

“ Piggyback Notice ” shall have the meaning set forth in Section 3.3.1.

“ Piggyback Registration ” shall have the meaning set forth in Section 3.3.1.

“ Potential Takedown Participant ” shall have the meaning set forth in Section 3.2.5(b).

“ Principal Investor Minimum ” means, with respect to the Principal Investor, at least 50% of the shares of Common Stock held by such Principal Investor as of the Closing (as adjusted for any stock dividend or distribution, stock split, reverse stock split, recapitalization, reclassification, reorganization, stock exchange, subdivision, combination thereof or similar transaction).

“ Principal Investor ” shall have the meaning set forth in the Preamble.

“ Pro Rata Portion ” means, with respect to each Holder requesting that its shares be registered pursuant to a Demand Registration or sold in a Public Offering, a number of such shares equal to the aggregate number of Registrable Securities to be registered in such Demand Registration or sold in such Public Offering (excluding any shares to be registered or sold for the account of the Company) multiplied by a fraction, the numerator of which is the aggregate number of Registrable Securities held by such Holder, and the denominator of which is the aggregate number of Registrable Securities held by all Holders requesting that their Registrable Securities be registered in such Demand Registration or sold in such Public Offering.

“ Prospectus ” means ( i ) the prospectus included in any Registration Statement, all amendments and supplements to such prospectus, including post-effective amendments, and all other material incorporated by reference in such prospectus, and ( ii ) any Issuer Free Writing Prospectus.

“ Public Offering ” means the offer and sale of Registrable Securities for cash pursuant to an effective Registration Statement under the Securities Act (other than a Registration Statement on Form S-4 or Form S-8 or any successor form).

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“ Registrable Securities ” means ( i ) all shares of Common Stock that are not then subject to vesting (but including shares that were at one time subject to vesting to the extent they have vested), ( ii ) all shares of Common Stock issuable upon exercise, conversion or exchange of any option, warrant or convertible security (including shares of Common Stock issuable upon exchange) and ( iii ) all shares of Common Stock directly or indirectly issued or issuable with respect to the securities referred to in clauses (i) or (ii) above by way of unit or stock dividend or unit or stock split, or in connection with a combination of units or shares, recapitalization, merger, consolidation or other reorganization.  As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when ( w ) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such Registration Statement, ( x ) such securities shall have been Transferred to the public pursuant to Rule 144, ( y ) the aggregate number of such securities held by the applicable Holder and its Affiliates is less than the number that would subject the distribution thereof to, or such Registrable Securities are otherwise not subject to, any volume limitation or other restrictions on transfer under Rule 144 and such Holder is able to immediately distribute such securities publicly without any restrictions on transfer (including without application of paragraphs (c), (d), (e), (f) and (h) of Rule 144), or ( z ) such securities shall have ceased to be outstanding.

“ Registration ” means registration under the Securities Act of the offer and sale to the public of any Issuer Shares under a Registration Statement.  The terms “r egister ”, “r egistered ” and “r egistering ” shall have correlative meanings.

“ Registration Expenses ” shall have the meaning set forth in Section 3.8.

“ Registration Statement ” means any registration statement of the Company filed with, or to be filed with, the SEC under the Securities Act, including the related Prospectus, amendments and supplements to such registration statement, including pre- and post-effective amendments, and all exhibits and all material incorporated by reference in such registration statement other than a registration statement (and related Prospectus) filed on Form S-4 or Form S-8 or any successor form thereto.

“ Representatives ” means, with respect to any Person, any of such Person’s officers, directors, employees, agents, attorneys, accountants, actuaries, consultants, equity financing partners or financial advisors or other Person associated with, or acting on behalf of, such Person.

“ Rule 144 ” means Rule 144 under the Securities Act (or any successor Rule).

“ SEC ” means the Securities and Exchange Commission or any successor agency having jurisdiction under the Securities Act.

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“ Securities Act ” means the Securities Act of 1933, as amended, and any successor thereto, and any rules and regulations promulgated thereunder, all as the same shall be in effect from time to time.

“ Shelf Period ” shall have the meaning set forth in Section 3.2.3.

“ Shelf Registration ” shall have the meaning set forth in Section 3.2.1(a).

“ Shelf Registration Notice ” shall have the meaning set forth in Section 3.2.2.

“ Shelf Registration Request ” shall have the meaning set forth in Section 3.2.1(a).

“ Shelf Registration Statement ” shall have the meaning set forth in Section 3.2.1(a).

“ Shelf Suspension ” shall have the meaning set forth in Section 3.2.4.

“ Shelf Takedown Notice ” shall have the meaning set forth in Section 3.2.5(b).

“ Shelf Takedown Request ” shall have the meaning set forth in Section 3.2.5(a).

“ Transfer ” means, with respect to any Registrable Security, any interest therein, or any other securities or equity interests, a direct or indirect transfer, sale, exchange, assignment, pledge, hypothecation or other encumbrance or other disposition thereof, including the grant of an option or other right, whether directly or indirectly, whether voluntarily, involuntarily, by operation of law, pursuant to judicial process or otherwise. “ Transferred ” shall have a correlative meaning.

“ underwritten Public Offering ” means an underwritten Public Offering, including any bought deal or block sale to a financial institution conducted as an underwritten Public Offering.

“ Underwritten Shelf Takedown ” means an underwritten Public Offering pursuant to an effective Shelf Registration Statement.

“ Underwriting Agreement ” shall have the meaning set forth in the Recitals.

“ WKSI ” means any Securities Act registrant that is a well-known seasoned issuer as defined in Rule 405 under the Securities Act at the most recent eligibility determination date specified in paragraph (2) of that definition.

Section 2.2.                                  Other Interpretive Provisions .  (a) The meanings of defined terms are equally applicable to the singular and plural forms of the defined terms.

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(b)                                  The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement; and any subsection and section references are to this Agreement unless otherwise specified.

(c)                                   The term “including” is not limiting and means “including without limitation.”

(d)                                  The captions and headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

(e)                                   Whenever the context requires, any pronouns used herein shall include the corresponding masculine, feminine or neuter forms.

ARTICLE III

REGISTRATION RIGHTS

The Company will perform and comply, and cause each of its subsidiaries to perform and comply, with such of the following provisions as are applicable to it.  Each Holder will perform and comply with such of the following provisions as are applicable to such Holder.

Section 3.1.                                  Demand Registration .

Section 3.1.1.                        Request for Demand Registration .

(a)                                  Following the Closing, the Principal Investor shall have the right to make a written request from time to time (a “ Demand Registration Request ”) to the Company for Registration of all or part of the Registrable Securities held by such Principal Investor. Any such Registration pursuant to a Demand Registration Request shall hereinafter be referred to as a “ Demand Registration .”

(b)                                  Each Demand Registration Request shall specify ( i ) the kind and aggregate amount of Registrable Securities to be registered, and ( ii ) the intended method or methods of disposition thereof.

(c)                                   Upon receipt of the Demand Registration Request, the Company shall as promptly as practicable file a Registration Statement (a “ Demand Registration Statement ”), as specified in the Demand Registration Request for such Demand Registration, relating to such Demand Registration, and use its reasonable best efforts to cause such Demand Registration Statement to promptly become effective under the Securities Act.

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Section 3.1.2.                        Limitation on Demand Registrations .  The Company shall not be obligated to take any action to effect any Demand Registration if a Demand Registration was declared effective or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company’s board of directors).

Section 3.1.3.                        Demand Notice .  Promptly upon receipt of a Demand Registration Request pursuant to Section 3.1.1 (but in no event more than three (3) Business Days thereafter), the Company shall deliver a written notice (a “ Demand Notice ”) of any such Demand Registration Request to all other Holders and the Demand Notice shall offer each such Holder the opportunity to include in the Demand Registration that number of Registrable Securities as each such Holder may request in writing.  The Company shall include in the Demand Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within two (2) Business Days after the date that the Demand Notice was delivered.

Section 3.1.4.                        Demand Withdrawal .  A Demanding Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to Section 3.1.3 may withdraw all or any portion of its Registrable Securities included in a Demand Registration from such Demand Registration at any time prior to the effectiveness of the applicable Demand Registration Statement.  Upon receipt of a notice to such effect from a Demanding Holder (or if there is more than one Demanding Holder, from all such Demanding Holders) with respect to all of the Registrable Securities included by such Demanding Holder(s) in such Demand Registration, the Company shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement.

Section 3.1.5.                        Effective Registration .  The Company shall use reasonable best efforts to cause the Demand Registration Statement to become effective and remain effective for not less than one hundred eighty (180) days (or such shorter period as will terminate when all Registrable Securities covered by such Demand Registration Statement have been sold or withdrawn or are no longer Registrable Securities), or, if such Demand Registration Statement relates to an underwritten Public Offering, such longer period as in the opinion of counsel for the underwriter or underwriters a Prospectus is required by law to be delivered in connection with sales of Registrable Securities by an underwriter or dealer.

Section 3.1.6.                        Delay in Filing; Suspension of Registration .  If the filing, initial effectiveness or continued use of a Demand Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, the Demand Registration Statement (a “ Demand Suspension ”); provided , however , that the Company shall

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not be permitted to exercise a Demand Suspension ( i ) more than once during any twelve (12)-month period or ( ii ) for a period exceeding thirty (30) days on any one occasion.  In the case of a Demand Suspension, the Holders agree to suspend use of the applicable Prospectus in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above.  The Company shall immediately notify the Holders in writing upon the termination of any Demand Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request.  The Company shall, if necessary, supplement or make amendments to the Demand Registration Statement, if required by the registration form used by the Company for the Demand Registration or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Holders of a majority of Registrable Securities that are included in such Demand Registration Statement.

Section 3.1.7.                        Priority of Securities Registered Pursuant to Demand Registrations .  If the managing underwriter or underwriters of a proposed underwritten Public Offering of the Registrable Securities included in a Demand Registration advise the Company in writing that, in its or their opinion, the number of securities requested to be included in such Demand Registration exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be in the case of any Demand Registration ( i ) first, allocated to each Holder that has requested to participate in such Demand Registration in an amount equal to the lesser of ( y ) the number of such Registrable Securities requested to be registered or sold by such Holder and ( z ) a number of such shares equal to such Holder’s Pro Rata Portion, and ( ii ) second, and only if all the securities referred to in clause (i) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect.

Section 3.1.8.                        Resale Rights .  In the event that the Principal Investor requests to participate in a Registration pursuant to this Section 3.1 in connection with a distribution of Registrable Securities to its partners or members, the Registration shall provide for resale by such partners or members, if requested by such Principal Investor.

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Section 3.2.                                  Shelf Registration .

Section 3.2.1.                        Request for Shelf Registration .

(a)                                  Upon the written request of the Principal Investor from time to time following the Closing (a “ Shelf Registration Request ”), the Company shall promptly file with the SEC a shelf Registration Statement pursuant to Rule 415 under the Securities Act (“ Shelf Registration Statement ”) relating to the offer and sale of Registrable Securities by any Holders thereof from time to time in accordance with the methods of distribution elected by such Holders and set forth in the Shelf Registration Statement and the Company shall use its reasonable best efforts to cause such Shelf Registration Statement to promptly become effective under the Securities Act.  Any such Registration pursuant to a Shelf Registration Request shall hereinafter be referred to as a “ Shelf Registration .”

(b)                                  If on the date of the Shelf Registration Request: ( i ) the Company is a WKSI, then the Shelf Registration Request may request Registration of an unspecified amount of Registrable Securities; and ( ii ) the Company is not a WKSI, then the Shelf Registration Request shall specify the aggregate amount of Registrable Securities to be registered. The Company shall provide to the Principal Investor the information necessary to determine the Company’s status as a WKSI upon request.

Section 3.2.2.                        Shelf Registration Notice .  Promptly upon receipt of a Shelf Registration Request (but in no event more than three (3) Business Days thereafter), the Company shall deliver a written notice (a “ Shelf Registration Notice ”) of any such request to all other Holders, which notice shall specify, if applicable, the amount of Registrable Securities to be registered, and the Shelf Registration Notice shall offer each such Holder the opportunity to include in the Shelf Registration that number of Registrable Securities as each such Holder may request in writing.  The Company shall include in such Shelf Registration all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within two (2) Business Days after the date that the Shelf Registration Notice has been delivered.

Section 3.2.3.                        Continued Effectiveness .  The Company shall use its reasonable best efforts to keep such Shelf Registration Statement continuously effective under the Securities Act in order to permit the Prospectus forming part of the Shelf Registration Statement to be usable by Holders until the earlier of: ( i ) the date as of which all Registrable Securities are no longer Registrable

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Securities or have been sold pursuant to the Shelf Registration Statement or another Registration Statement filed under the Securities Act (but in no event prior to the applicable period, if any, referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder); and ( ii ) the date as of which no Holder holds Registrable Securities (such period of effectiveness, the “ Shelf Period ”).  Subject to Section 3.2.4, the Company shall be deemed not to have used its reasonable best efforts to keep the Shelf Registration Statement effective during the Shelf Period if the Company voluntarily takes any action or omits to take any action that would result in Holders of the Registrable Securities covered thereby not being able to offer and sell any Registrable Securities pursuant to such Shelf Registration Statement during the Shelf Period, unless such action or omission is required by applicable law.

Section 3.2.4.                        Suspension of Registration .  If the continued use of such Shelf Registration Statement at any time would require the Company to make an Adverse Disclosure, the Company may, upon giving prompt written notice of such action to the Holders, suspend use of the Shelf Registration Statement (a “ Shelf Suspension ”); provided , however , that the Company shall not be permitted to exercise a Shelf Suspension ( i ) more than one time during any twelve (12)-month period, or ( ii ) for a period exceeding thirty (30) days on any one occasion.  In the case of a Shelf Suspension, the Holders agree to suspend use of the applicable Prospectus and in connection with any sale or purchase of, or offer to sell or purchase, Registrable Securities, upon receipt of the notice referred to above.  The Company shall immediately notify the Holders in writing upon the termination of any Shelf Suspension, amend or supplement the Prospectus, if necessary, so it does not contain any untrue statement or omission and furnish to the Holders such numbers of copies of the Prospectus as so amended or supplemented as the Holders may reasonably request.  The Company shall, if necessary, supplement or make amendments to the Shelf Registration Statement, if required by the registration form used by the Company for the Shelf Registration Statement or by the instructions applicable to such registration form or by the Securities Act or the rules or regulations promulgated thereunder or as may reasonably be requested by the Principal Investor.

Section 3.2.5.                        Shelf Takedown .

(a)                                  At any time during which the Company has an effective Shelf Registration Statement with respect to the Principal Investor’s Registrable Securities, by notice to the Company specifying the intended method or methods of disposition thereof, such Principal Investor may make a written request (a “ Shelf Takedown Request ”) to the Company to effect a Public Offering, including an Underwritten Shelf Takedown, of all or a portion of such Holder’s

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Registrable Securities that are covered by such Shelf Registration Statement, and as soon as practicable the Company shall amend or supplement the Shelf Registration Statement for such purpose.

(b)                                  Promptly upon receipt of a Shelf Takedown Request (but in no event more than three (3) Business Days thereafter) for any Underwritten Shelf Takedown, the Company shall deliver a notice (a “ Shelf Takedown Notice ”) to each other Holder with Registrable Securities covered by the applicable Registration Statement, or to all other Holders if such Registration Statement is undesignated (each a “ Potential Takedown Participant ”).  The Shelf Takedown Notice shall offer each such Potential Takedown Participant the opportunity to include in any Underwritten Shelf Takedown that number of Registrable Securities as each such Potential Takedown Participant may request in writing.  The Company shall include in the Underwritten Shelf Takedown all such Registrable Securities with respect to which the Company has received written requests for inclusion therein within two (2) Business Days after the date that the Shelf Takedown Notice has been delivered.  Any Potential Takedown Participant’s request to participate in an Underwritten Shelf Takedown shall be binding on the Potential Takedown Participant; provided that each such Potential Takedown Participant that elects to participate may condition its participation on the Underwritten Shelf Takedown being completed within ten (10) Business Days of its acceptance at a price per share (after giving effect to any underwriters’ discounts or commissions) to such Potential Takedown Participant of not less than ninety-two percent (92%) of the closing price for the shares on their principal trading market on the Business Day immediately prior to such Potential Takedown Participant’s election to participate (the “ Participation Conditions ”).  Notwithstanding the delivery of any Shelf Takedown Notice, but subject to the Participation Conditions (to the extent applicable), all determinations as to whether to complete any Underwritten Shelf Takedown and as to the timing, manner, price and other terms of any Underwritten Shelf Takedown contemplated by this Section 3.2.5 shall be determined by the Principal Investor;  provided that if such Underwritten Shelf Takedown is to be completed and subject to the Participation Conditions (to the extent applicable), each Potential Takedown Participant’s Pro Rata Portion shall be included in such Underwritten Shelf Takedown if such Potential Takedown Participant has complied with the requirements set forth in this Section 3.2.5.

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(c)                                   The Company shall not be obligated to take any action to effect any Underwritten Shelf Takedown if a Demand Registration or an Underwritten Shelf Takedown was consummated within the preceding ninety (90) days (unless otherwise consented to by the Company’s board of directors).

Section 3.2.6.                        Priority of Securities Sold Pursuant to Shelf Takedowns .  If the managing underwriter or underwriters of a proposed Underwritten Shelf Takedown pursuant to Section 3.2.5 advise the Company in writing that, in its or their opinion, the number of securities requested to be included in the proposed Underwritten Shelf Takedown exceeds the number that can be sold in such Underwritten Shelf Takedown without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, the number of Registrable Securities to be included in such offering shall be ( i ) first, allocated to each Holder that has requested to participate in such Underwritten Shelf Takedown in an amount equal to the lesser of ( y ) the number of such Registrable Securities requested to be registered or sold by such Holder, and ( z ) a number of such shares equal to such Holder’s Pro Rata Portion, and ( ii ) second, and only if all the securities referred to in clause (i) have been included, the number of other securities that, in the opinion of such managing underwriter or underwriters can be sold without having such adverse effect.

Section 3.2.7.                        Resale Rights .  In the event that a Principal Investor elects to request a Registration pursuant to this Section 3.2 in connection with a distribution of Registrable Securities to its partners or members, the Registration shall provide for resale by such partners or members, if requested by such Principal Investor.

Section 3.3.                                  Piggyback Registration .

Section 3.3.1.                        Participation .  If the Company at any time proposes to file a Registration Statement under the Securities Act or to conduct a Public Offering with respect to any offering of its equity securities for its own account or for the account of any other Persons (other than ( i ) a Registration under Sections 3.1 or 3.2, ( ii ) a Registration on Form S-4 or Form S-8 or any successor form to such Forms or ( iii ) a Registration of securities solely relating to an offering and sale to employees or directors of the Company or its subsidiaries pursuant to any employee stock plan or other employee benefit plan arrangement), then, as soon as practicable (but in no event less than ten (10) Business Days prior to the proposed date of filing of such Registration Statement or, in the case of any such Public Offering, the anticipated pricing or trade date), the Company shall give written notice (a “ Piggyback Notice ”) of such proposed filing or Public Offering to all Holders, and such Piggyback Notice shall offer the Holders the opportunity

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to register under such Registration Statement, or to sell in such Public Offering, such number of Registrable Securities as each such Holder may request in writing (a “ Piggyback Registration ”).  Subject to Section 3.3.2, the Company shall include in such Registration Statement or in such Public Offering as applicable, all such Registrable Securities that are requested to be included therein within two (2) Business Days after the receipt by such Holder of any such notice; provided , however , that if at any time after giving written notice of its intention to register or sell any securities and prior to the effective date of the Registration Statement filed in connection with such Registration, or the pricing or trade date of such Public Offering, the Company shall determine for any reason not to register or sell or to delay Registration or the sale of such securities, the Company shall give written notice of such determination to each Holder of Registrable Securities and, thereupon, ( i ) in the case of a determination not to register or sell, shall be relieved of its obligation to register or sell any Registrable Securities in connection with such Registration or Public Offering (but not from its obligation to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any Holders entitled to request that such Registration or sale be effected as a Demand Registration under Section 3.1 or an Underwritten Shelf Takedown under Section 3.2, as the case may be, and ( ii ) in the case of a determination to delay Registration or sale, in the absence of a request for a Demand Registration or an Underwritten Shelf Takedown, as the case may be, shall be permitted to delay registering or selling any Registrable Securities, for the same period as the delay in registering or selling such other securities.  If the offering pursuant to such Registration Statement or Public Offering is to be underwritten, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements with the managing underwriter or underwriters so that each such Holder may, participate in such underwritten offering.  If the offering pursuant to such Registration Statement or Public Offering is to be on any other basis, then each Holder making a request for a Piggyback Registration pursuant to this Section 3.3.1 shall, and the Company shall make such arrangements so that each such Holder may, participate in such offering on such basis.  Any Holder shall have the right to withdraw all or part of its request for inclusion of its Registrable Securities in a Piggyback Registration by giving written notice to the Company of its request to withdraw; provided that such request must be made in writing prior to the effectiveness of such Registration Statement or, in the case of a Public Offering, at least two (2) Business Days prior to the earlier of the anticipated filing of the “red herring” Prospectus, if applicable, and the anticipated pricing or trade date.

Section 3.3.2.                        Priority of Piggyback Registration .  If the managing underwriter or underwriters of any proposed offering of Registrable Securities included in a Piggyback Registration informs the Company and the participating

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Holders in writing that, in its or their opinion, the number of securities that such Holders and any other Persons intend to include in such offering exceeds the number that can be sold in such offering without being likely to have a significant adverse effect on the price, timing or distribution of the securities offered or the market for the securities offered, then the securities to be included in such Registration shall be ( i ) first, one hundred percent (100%) of the securities that the Company or (subject to Section 3.7) any Person (other than a Holder of Registrable Securities) exercising a contractual right to demand Registration, as the case may be, proposes to sell, and ( ii ) second, and only if all the securities referred to in clause (i) have been included, the number of Registrable Securities that, in the opinion of such managing underwriter or underwriters, can be sold without having such adverse effect, with such number to be allocated among the Holders that have requested to participate in such Registration based on an amount equal to the lesser of ( x ) the number of such Registrable Securities requested to be sold by such Holder, and ( y ) a number of such shares equal to such Holder’s Pro Rata Portion and ( iii ) third, and only if all of the Registrable Securities referred to in clause (ii) have been included in such Registration, any other securities eligible for inclusion in such Registration.

Section 3.3.3.                        No Effect on Other Registrations .  No Registration of Registrable Securities effected pursuant to a request under this Section 3.3 shall be deemed to have been effected pursuant to Sections 3.1 and 3.2 or shall relieve the Company of its obligations under Sections 3.1 and 3.2.

Section 3.4.                                  Lock-Up Agreements .  In connection with each Registration or sale of Registrable Securities pursuant to Section 3.1 or 3.2 conducted as an underwritten Public Offering, each Holder agrees, if requested, to become bound by and to execute and deliver such lock-up agreement with the underwriter(s) of such Public Offering restricting such Holder’s right to ( i ) Transfer, directly or indirectly, any Registrable Securities or ( ii ) enter into any swap or other arrangement that transfers to another any of the economic consequences of ownership of Registrable Securities, as is entered into by the Principal Investor with the underwriter(s) of such Public Offering; provided , however , that no Holder shall be required to enter into a lock-up agreement covering a period of greater than 90 days after the date of the final Prospectus relating to such offering or such longer period as is agreed to by the Principal Investor.  Notwithstanding the foregoing, such lock-up agreement shall not apply to ( i ) distributions-in-kind to the Principal Investor’s partners or members; ( ii ) Transfers to Affiliates, but only if such Affiliates agree to be bound by the restrictions herein; or ( iii ) Transfers to Permitted Transferees of such Holder in accordance with the terms of this Agreement.

Section 3.5.                                  Registration Procedures .

Section 3.5.1.                        Requirements .  In connection with the Company’s obligations under Sections 3.1, 3.2 and 3.3, the Company shall use its reasonable

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best efforts to effect such Registration and to permit the sale of such Registrable Securities in accordance with the intended method or methods of distribution thereof as expeditiously as reasonably practicable, and in connection therewith the Company shall:

(a)                                  prepare the required Registration Statement, including all exhibits and financial statements required under the Securities Act to be filed therewith, and, before filing a Registration Statement or Prospectus or any amendments or supplements thereto, ( x ) furnish to the underwriters, if any, and to the Holders of the Registrable Securities covered by such Registration Statement, copies of all documents prepared to be filed, which documents shall be subject to the review of such underwriters and such Holders and their respective counsel, ( y ) make such changes in such documents concerning the Holders prior to the filing thereof as such Holders, or their counsel, may reasonably request and ( z ) except in the case of a Registration under Section 3.3, not file any Registration Statement or Prospectus or amendments or supplements thereto to which the Principal Investor, or the underwriters, if any, shall reasonably object;

(b)                                  prepare and file with the SEC such amendments and post-effective amendments to such Registration Statement and supplements to the Prospectus as may be ( x ) reasonably requested by the Principal Investor with Registrable Securities covered by such Registration Statement, ( y ) reasonably requested by any participating Holder (to the extent such request relates to information relating to such Holder), or ( z ) necessary to keep such Registration Statement effective for the period of time required by this Agreement, and comply with provisions of the applicable securities laws with respect to the sale or other disposition of all securities covered by such Registration Statement during such period in accordance with the intended method or methods of disposition by the sellers thereof set forth in such Registration Statement;

(c)                                   notify the participating Holders and the managing underwriter or underwriters, if any, and (if requested) confirm such notice in writing and provide copies of the relevant documents, as soon as reasonably practicable after notice thereof is received by the Company ( v ) when the applicable Registration Statement or any amendment thereto has been filed or becomes effective, and when the applicable Prospectus or any amendment or supplement thereto has been filed, ( w ) of any written comments by the SEC, or any

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request by the SEC or other federal or state governmental authority for amendments or supplements to such Registration Statement or such Prospectus, or for additional information (whether before or after the effective date of the Registration Statement) or any other correspondence with the SEC relating to, or which may affect, the Registration, ( x ) of the issuance by the SEC of any stop order suspending the effectiveness of such Registration Statement or any order by the SEC or any other regulatory authority preventing or suspending the use of any preliminary or final Prospectus or the initiation or threatening of any proceedings for such purposes, ( y ) if, at any time, the representations and warranties of the Company in any applicable underwriting agreement cease to be true and correct in all material respects and ( z ) of the receipt by the Company of any notification with respect to the suspension of the qualification of the Registrable Securities for offering or sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose;

(d)                                  promptly notify each selling Holder of Registrable Securities and the managing underwriter or underwriters, if any, when the Company becomes aware of the happening of any event as a result of which the applicable Registration Statement or the Prospectus included in such Registration Statement (as then in effect) contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein (in the case of such Prospectus or any preliminary Prospectus, in light of the circumstances under which they were made) not misleading, when any Issuer Free Writing Prospectus includes information that may conflict with the information contained in the Registration Statement, or, if for any other reason it shall be necessary during such time period to amend or supplement such Registration Statement or Prospectus in order to comply with the Securities Act and, as promptly as reasonably practicable thereafter, prepare and file with the SEC, and furnish without charge to the selling Holders and the managing underwriter or underwriters, if any, an amendment or supplement to such Registration Statement or Prospectus, which shall correct such misstatement or omission or effect such compliance;

(e)                                   to the extent the Company is eligible under the relevant provisions of Rule 430B under the Securities Act, if the Company files any Shelf Registration Statement, the Company shall include in such Shelf Registration Statement such disclosures as may be required

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by Rule 430B under the Securities Act (referring to the unnamed selling security holders in a generic manner by identifying the initial offering of the securities to the Holders) in order to ensure that the Holders may be added to such Shelf Registration Statement at a later time through the filing of a Prospectus supplement rather than a post-effective amendment;

(f)                                    use its reasonable best efforts to prevent, or obtain the withdrawal of, any stop order or other order or notice preventing or suspending the use of any preliminary or final Prospectus;

(g)                                   promptly incorporate in a Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment such information as the managing underwriter or underwriters and the Holders of a majority of Registrable Securities being sold agree should be included therein relating to the plan of distribution with respect to such Registrable Securities; and make all required filings of such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment as soon as reasonably practicable after being notified of the matters to be incorporated in such Prospectus supplement, Issuer Free Writing Prospectus or post-effective amendment;

(h)                                  furnish to each selling Holder of Registrable Securities and each underwriter, if any, without charge, as many conformed copies as such Holder or underwriter may reasonably request of the applicable Registration Statement and any amendment or post-effective amendment or supplement thereto, including financial statements and schedules, all documents incorporated therein by reference and all exhibits (including those incorporated by reference);

(i)                                      deliver to each selling Holder of Registrable Securities and each underwriter, if any, without charge, as many copies of the applicable Prospectus (including each preliminary prospectus) and any amendment or supplement thereto and such other documents as such Holder or underwriter may reasonably request in order to facilitate the disposition of the Registrable Securities by such Holder or underwriter (it being understood that the Company shall consent to the use of such Prospectus or any amendment or supplement thereto by each of the selling Holders and the underwriters, if any, in connection with the offering and sale of the Registrable Securities covered by such Prospectus or any amendment or supplement thereto);

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(j)                                     on or prior to the date on which the applicable Registration Statement becomes effective, use its reasonable best efforts to register or qualify, and cooperate with the selling Holders, the managing underwriter or underwriters, if any, and their respective counsel, in connection with the Registration or qualification of such Registrable Securities for offer and sale under the securities or “Blue Sky” laws of each state and other jurisdiction as any such selling Holder or managing underwriter or underwriters, if any, or their respective counsel reasonably request in writing and do any and all other acts or things reasonably necessary or advisable to keep such Registration or qualification in effect for such period as required by Section 3.1 or Section 3.2, as applicable, provided that the Company shall not be required to qualify generally to do business in any jurisdiction where it is not then so qualified or to take any action which would subject it to taxation or general service of process in any such jurisdiction where it is not then so subject;

(k)                                  cooperate with the selling Holders and the managing underwriter or underwriters, if any, to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold and not bearing any restrictive legends; and enable such Registrable Securities to be in such denominations and registered in such names as the managing underwriters may request at least two (2) Business Days prior to any sale of Registrable Securities to the underwriters;

(l)                                      use its reasonable best efforts to cause the Registrable Securities covered by the applicable Registration Statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof or the underwriter or underwriters, if any, to consummate the disposition of such Registrable Securities;

(m)                              not later than the effective date of the applicable Registration Statement, provide a CUSIP number for all Registrable Securities and provide the applicable transfer agent with printed certificates for the Registrable Securities which are in a form eligible for deposit with The Depository Trust Company (in the case of a Registration Statement);

(n)                                  make such representations and warranties to the Holders being registered, and the underwriters or agents, if any, in form,

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substance and scope as are customarily made by issuers in public offerings similar to the offering then being undertaken;

(o)                                  enter into such customary agreements (including underwriting and indemnification agreements) and take all such other actions as the participating Principal Investor or the managing underwriter or underwriters, if any, reasonably request in order to expedite or facilitate the Registration and disposition of such Registrable Securities;

(p)                                  obtain for delivery to the Holders being registered and to the underwriter or underwriters, if any, an opinion or opinions from counsel for the Company dated the most recent effective date of the Registration Statement or, in the event of an underwritten Public Offering, the date of the closing under the underwriting agreement, in customary form, scope and substance, which opinions shall be reasonably satisfactory to such Holders or underwriters, as the case may be, and their respective counsel;

(q)                                  in the case of an underwritten Public Offering, obtain for delivery to the Company and the managing underwriter or underwriters, with copies to the Holders included in such Registration or sale, a comfort letter from the Company’s independent certified public accountants or independent auditors (and, if necessary, any other independent certified public accountants or independent auditors of any subsidiary of the Company or any business acquired by the Company for which financial statements and financial data are, or are required to be, included in the Registration Statement) in customary form and covering such matters of the type customarily covered by comfort letters as the managing underwriter or underwriters reasonably request, dated the date of execution of the underwriting agreement and brought down to the closing under the underwriting agreement;

(r)                                     cooperate with each seller of Registrable Securities and each underwriter, if any, participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with FINRA;

(s)                                    use its reasonable best efforts to comply with all applicable securities laws and, if a Registration Statement was filed, make available to its security holders, as soon as reasonably practicable, an earnings statement satisfying the provisions of Section 11(a) of

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the Securities Act and the rules and regulations promulgated thereunder;

(t)                                     provide and cause to be maintained a transfer agent and registrar for all Registrable Securities covered by the applicable Registration Statement from and after a date not later than the effective date of such Registration Statement;

(u)                                  use its best efforts to cause all Registrable Securities covered by the applicable Registration Statement to be listed on each securities exchange on which any of the Company’s equity securities are then listed or quoted and on each inter-dealer quotation system on which any of the Company’s equity securities are then quoted;

(v)                                  make available upon reasonable notice at reasonable times and for reasonable periods for inspection by a representative appointed by the majority of the Holders covered by the applicable Registration Statement, by any underwriter participating in any disposition to be effected pursuant to such Registration Statement and by any attorney, accountant or other agent retained by such Holders or any such underwriter, all pertinent financial and other records and pertinent corporate documents and properties of the Company, and cause all of the Company’s officers, directors and employees and the independent public accountants who have certified its financial statements to make themselves available to discuss the business of the Company and to supply all information reasonably requested by any such Person in connection with such Registration Statement; provided , however , that any such Person gaining access to information regarding the Company pursuant to this Section 3.5.1(v) shall agree to hold in strict confidence and shall not make any disclosure or use any information regarding the Company that the Company determines in good faith to be confidential, and of which determination such Person is notified, unless ( i ) the release of such information is requested or required (by deposition, interrogatory, requests for information or documents by a governmental entity, subpoena or similar process), ( ii ) disclosure of such information, in the opinion of counsel to such Person, is otherwise required by law, ( iii ) such information is or becomes publicly known other than through a breach of this or any other agreement of which such Person has knowledge, ( iv ) such information is or becomes available to such Person on a non-confidential basis from a source other than the Company or ( v ) such information is independently developed by such Person;

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(w)                                in the case of a marketed Public Offering, cause the senior executive officers of the Company to participate in the customary “road show” presentations that may be reasonably requested by the managing underwriter or underwriters in any such offering and otherwise to facilitate, cooperate with, and participate in each proposed offering contemplated herein and customary selling efforts related thereto;

(x)                                  take no direct or indirect action prohibited by Regulation M under the Exchange Act;

(y)                                  take all reasonable action to ensure that any Issuer Free Writing Prospectus utilized in connection with any Registration complies in all material respects with the Securities Act, is filed in accordance with the Securities Act to the extent required thereby, is retained in accordance with the Securities Act to the extent required thereby and, when taken together with the related Prospectus, will not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and

(z)                                   take all such other commercially reasonable actions as are necessary or advisable in order to expedite or facilitate the disposition of such Registrable Securities in accordance with the terms of this Agreement.

Section 3.5.2.                        Company Information Requests .  The Company may require each seller of Registrable Securities as to which any Registration or sale is being effected to furnish to the Company such information regarding the distribution of such securities and such other information relating to such Holder and its ownership of Registrable Securities as the Company may from time to time reasonably request in writing and the Company may exclude from such Registration or sale the Registrable Securities of any such Holder who unreasonably fails to furnish such information within a reasonable time after receiving such request.  Each Holder of Registrable Securities agrees to furnish such information to the Company and to cooperate with the Company as reasonably necessary to enable the Company to comply with the provisions of this Agreement.

Section 3.5.3.                        Discontinuing Registration .  Each Holder of Registrable Securities agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.5.1(d), such Holder will forthwith discontinue disposition of Registrable Securities pursuant to such

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Registration Statement such Holder’s receipt of the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d), or until such Holder is advised in writing by the Company that the use of the Prospectus may be resumed, and has received copies of any additional or supplemental filings that are incorporated by reference in the Prospectus, or any amendments or supplements thereto, and if so directed by the Company, such Holder shall deliver to the Company (at the Company’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the Prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event the Company shall give any such notice, the period during which the applicable Registration Statement is required to be maintained effective shall be extended by the number of days during the period from and including the date of the giving of such notice to and including the date when each seller of Registrable Securities covered by such Registration Statement either receives the copies of the supplemented or amended Prospectus contemplated by Section 3.5.1(d) or is advised in writing by the Company that the use of the Prospectus may be resumed.

Section 3.6.                                  Underwritten Offerings .

Section 3.6.1.                        Shelf and Demand Registrations .  If requested by the underwriters for any underwritten Public Offering, pursuant to a Registration or sale under Sections 3.1 or 3.2, the Company shall enter into an underwriting agreement with such underwriters, such agreement to be reasonably satisfactory in substance and form to each of the Company, the Principal Investor seeking to participate in such offering and the underwriters, and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including indemnities no less favorable to the recipient thereof than those provided in Section 3.9.  The Holders of the Registrable Securities proposed to be distributed by such underwriters shall cooperate with the Company in the negotiation of the underwriting agreement and shall give consideration to the reasonable suggestions of the Company regarding the form thereof.  Such Holders to be distributed by such underwriters shall be parties to such underwriting agreement, which underwriting agreement shall: ( i ) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in public offerings similar to the applicable offering; and ( ii ) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders.  Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable

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Securities, such Holder’s intended method of distribution and any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such offering.

Section 3.6.2.                        Piggyback Registrations .  If the Company proposes to register or sell any of its securities under the Securities Act as contemplated by Section 3.3 and such securities are to be distributed through one or more underwriters, the Company shall, if requested by any Holder of Registrable Securities pursuant to Section 3.3 and, subject to the provisions of Section 3.3.2, use its reasonable best efforts to arrange for such underwriters to include on the same terms and conditions that apply to the other sellers in such Registration or sale all the Registrable Securities to be offered and sold by such Holder among the securities of the Company to be distributed by such underwriters in such Registration or sale.  The Holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters, which underwriting agreement shall ( i ) contain such representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in secondary public offerings and ( ii ) provide that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement also shall be conditions precedent to the obligations of such Holders.  Any such Holder shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Holder, such Holder’s title to the Registrable Securities and such Holder’s intended method of distribution or any other representations required to be made by the Holder under applicable law, and the aggregate amount of the liability of such Holder shall not exceed such Holder’s net proceeds from such offering.

Section 3.6.3.                        Participation in Underwritten Registrations .  Subject to the provisions of Section 3.6.1 and Section 3.6.2 above, no Person may participate in any underwritten Public Offering hereunder unless such Person ( i ) agrees to sell such Person’s securities on the basis provided in any underwriting arrangements approved by the Persons entitled to approve such arrangements and ( ii ) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms of such underwriting arrangements.

Section 3.6.4.                        Selection of Underwriters .  In the case of an underwritten Public Offering under Sections 3.1 or 3.2, the managing underwriter or underwriters to administer the offering shall be determined by the Principal

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Investor; provided that such underwriter or underwriters shall be reasonably acceptable to the Company.

Section 3.7.                                  No Inconsistent Agreements; Additional Rights .  Neither the Company nor any of its subsidiaries shall hereafter enter into, and neither the Company nor any of its subsidiaries is currently a party to, any agreement with respect to its securities that is inconsistent with the rights granted to the Holders by this Agreement.  Without approval of the Company’s board of directors, neither the Company nor any of its subsidiaries shall enter into any agreement granting registration or similar rights to any Person, and the Company hereby represents and warrants that, as of the date hereof, no registration or similar rights have been granted to any other Person other than pursuant to this Agreement.

Section 3.8.                                  Registration Expenses .  All expenses incident to the Company’s performance of or compliance with this Agreement shall be paid by the Company, including ( i ) all registration and filing fees, and any other fees and expenses associated with filings required to be made with the SEC or FINRA, ( ii ) all fees and expenses in connection with compliance with any securities or “Blue Sky” laws (including reasonable fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), ( iii ) all printing, duplicating, word processing, messenger, telephone, facsimile and delivery expenses (including expenses of printing certificates for the Registrable Securities in a form eligible for deposit with The Depository Trust Company and of printing Prospectuses), ( iv ) all fees and disbursements of counsel for the Company and of all independent certified public accountants or independent auditors of the Company and any subsidiaries of the Company (including the expenses of any special audit and comfort letters required by or incident to such performance), ( v ) Securities Act liability insurance or similar insurance if the Company so desires or the underwriters so require in accordance with then-customary underwriting practice, ( vi ) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange or quotation of the Registrable Securities on any inter-dealer quotation system, ( vii ) all applicable rating agency fees with respect to the Registrable Securities, ( viii ) all reasonable fees and disbursements of legal counsel for the Principal Investor, ( ix ) all fees and expenses of accountants selected by the Holders of a majority of the Registrable Securities being registered, ( x ) any reasonable fees and disbursements of underwriters customarily paid by issuers or sellers of securities, ( xi ) all fees and expenses incurred in connection with the distribution or Transfer of Registrable Securities to or by a Holder or its Permitted Transferees in connection with a Public Offering, ( xii ) all fees and expenses of any special experts or other Persons retained by the Company in connection with any Registration or sale, ( xiii ) all of the Company’s internal expenses (including all salaries and expenses of its officers and employees performing legal or accounting duties) and ( xiv ) all expenses related to the “road-show” for any underwritten Public Offering (including the reasonable out-of-pocket expenses of the Principal Investor), including all travel, meals and lodging.

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All such expenses are referred to herein as “ Registration Expenses ”.  The Company shall not be required to pay any fees and disbursements to underwriters not customarily paid by the issuers of securities in an offering similar to the applicable offering, including underwriting discounts and commissions and transfer taxes, if any, attributable to the sale of Registrable Securities.

Section 3.9.                                  Indemnification .

Section 3.9.1.                        Indemnification by the Company .  The Company shall indemnify and hold harmless, to the full extent permitted by law, each Holder of Registrable Securities, each shareholder, member, limited or general partner thereof, each shareholder, member, limited or general partner of each such shareholder, member, limited or general partner, each of their respective Affiliates, officers, directors, shareholders, employees, advisors, and agents and each Person who controls (within the meaning of the Securities Act or the Exchange Act) such Persons and each of their respective Representatives from and against any and all losses, penalties, judgments, suits, costs, claims, damages, liabilities and expenses, joint or several (including reasonable costs of investigation and legal expenses) (each, a “ Loss ” and collectively “ Losses ”) arising out of or based upon ( i ) any untrue or alleged untrue statement of a material fact contained in any Registration Statement under which such Registrable Securities are registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or any other disclosure document produced by or on behalf of the Company or any of its subsidiaries including any report and other document filed under the Exchange Act, ( ii ) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading or ( iii ) any violation or alleged violation by the Company or any of its subsidiaries of any federal, state, foreign or common law rule or regulation applicable to the Company or any of its subsidiaries and relating to action or inaction in connection with any such registration, disclosure document or other document or report; provided , that no selling Holder shall be entitled to indemnification pursuant to this Section 3.9.1 in respect of any untrue statement or omission contained in any information furnished in writing by such selling Holder to the Company specifically for inclusion in a Registration Statement (or such prospectus, amendment or supplement referred to above) that has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim.  This indemnity shall be in addition to any liability the Company may otherwise have.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such

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Holder or any indemnified party and shall survive the Transfer of such securities by such Holder.  The Company shall also indemnify underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, their officers and directors and each Person who controls such Persons (within the meaning of the Securities Act and the Exchange Act) to the same extent as provided above with respect to the indemnification of the indemnified parties.

Section 3.9.2.                        Indemnification by the Selling Holder of Registrable Securities .  Each selling Holder of Registrable Securities agrees (severally and not jointly) to indemnify and hold harmless, to the fullest extent permitted by law, the Company, its directors and officers and each Person who controls the Company (within the meaning of the Securities Act or the Exchange Act) from and against any Losses resulting from ( i ) any untrue statement of a material fact in any Registration Statement under which such Registrable Securities were registered or sold under the Securities Act (including any final, preliminary or summary Prospectus contained therein or any amendment thereof or supplement thereto or any documents incorporated by reference therein) or ( ii ) any omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a Prospectus or preliminary Prospectus, in light of the circumstances under which they were made) not misleading, in each case to the extent, but only to the extent, that such untrue statement or omission is contained in any information furnished in writing by such selling Holder to the Company specifically for inclusion in such Registration Statement (or such prospectus, amendment or supplement referred to above) and has not been corrected in a subsequent writing prior to or concurrently with the sale of the Registrable Securities to the Person asserting the claim.  In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the net proceeds received by such Holder under the sale of Registrable Securities giving rise to such indemnification obligation less any amounts paid by such Holder pursuant to Section 3.9.4 and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.  The Company shall be entitled to receive indemnities from underwriters, selling brokers, dealer managers and similar securities industry professionals participating in the distribution, to the same extent as provided above (with appropriate modification) with respect to information furnished in writing by such Persons specifically for inclusion in any Prospectus or Registration Statement.

Section 3.9.3.                        Conduct of Indemnification Proceedings .  Any Person entitled to indemnification hereunder shall ( i ) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification ( provided that any delay or failure to so notify the indemnifying party shall

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relieve the indemnifying party of its obligations hereunder only to the extent, if at all, that it is actually and materially prejudiced by reason of such delay or failure) and ( ii ) permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party; provided , however , that any Person entitled to indemnification hereunder shall have the right to select and employ separate counsel and to participate in the defense of such claim, but the fees and expenses of such counsel shall be at the expense of such Person unless ( w ) the indemnifying party has agreed in writing to pay such fees or expenses, ( x ) the indemnifying party shall have failed to assume the defense of such claim within a reasonable time after receipt of notice of such claim from the Person entitled to indemnification hereunder and employ counsel reasonably satisfactory to such Person, ( y ) the indemnified party has reasonably concluded (based upon advice of its counsel) that there may be legal defenses available to it or other indemnified parties that are different from or in addition to those available to the indemnifying party, or ( z ) in the reasonable judgment of any such Person (based upon advice of its counsel) a conflict of interest may exist between such Person and the indemnifying party with respect to such claims (in which case, if the Person notifies the indemnifying party in writing that such Person elects to employ separate counsel at the expense of the indemnifying party, the indemnifying party shall not have the right to assume the defense of such claim on behalf of such Person).  If the indemnifying party assumes the defense, the indemnifying party shall not have the right to settle such action without the consent of the indemnified party.  No indemnifying party shall consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of an unconditional release from all liability in respect to such claim or litigation without the prior written consent of such indemnified party. If such defense is not assumed by the indemnifying party, the indemnifying party will not be subject to any liability for any settlement made without its prior written consent, but such consent may not be unreasonably withheld.  It is understood that the indemnifying party or parties shall not, except as specifically set forth in this Section 3.9.3, in connection with any proceeding or related proceedings in the same jurisdiction, be liable for the reasonable fees, disbursements or other charges of more than one separate firm admitted to practice in such jurisdiction at any one time unless ( A ) the employment of more than one counsel has been authorized in writing by the indemnifying party or parties, ( B ) an indemnified party has reasonably concluded (based on the advice of counsel) that there may be legal defenses available to it that are different from or in addition to those available to the other indemnified parties or ( C ) a conflict or potential conflict exists or may exist (based upon advice of counsel to an indemnified party) between such indemnified party and the other indemnified parties, in each of which cases the indemnifying party shall be obligated to pay the reasonable fees and expenses of such additional counsel or counsels.

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Section 3.9.4.                        Contribution .  If for any reason the indemnification provided for in Section 3.9.1 and Section 3.9.2 is unavailable to an indemnified party (other than as a result of exceptions contained in Section 3.9.1 and Section 3.9.2) or insufficient in respect of any Losses referred to therein, then the indemnifying party shall contribute to the amount paid or payable by the indemnified party as a result of such Loss in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and the indemnified party or parties on the other hand in connection with the acts, statements or omissions that resulted in such Losses, as well as any other relevant equitable considerations.  In connection with any Registration Statement filed with the SEC by the Company, the relative fault of the indemnifying party on the one hand and the indemnified party on the other hand shall be determined by reference to, among other things, whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates to information supplied by the indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.  The parties hereto agree that it would not be just or equitable if contribution pursuant to this Section 3.9.4 were determined by pro rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this Section 3.9.4.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.  The amount paid or payable by an indemnified party as a result of the Losses referred to in Sections 3.9.1 and 3.9.2 shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 3.9.4, in connection with any Registration Statement filed by the Company, a selling Holder of Registrable Securities shall not be required to contribute any amount in excess of the dollar amount of the net proceeds received by such holder under the sale of Registrable Securities giving rise to such contribution obligation less any amounts paid by such Holder pursuant to Section 3.9.2 and any amounts paid by such Holder as a result of liabilities incurred under the underwriting agreement, if any, related to such sale.  If indemnification is available under this Section 3.9, the indemnifying parties shall indemnify each indemnified party to the full extent provided in Sections 3.9.1 and 3.9.2 hereof without regard to the provisions of this Section 3.9.4.  The remedies provided for in this Section 3.9 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified party at law or in equity.

Section 3.10.                           Rules 144 and 144A and Regulation S .  The Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the

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rules and regulations adopted by the SEC thereunder (or, if the Company is not required to file such reports, it will, upon the request of any Holder of Registrable Securities, make publicly available such necessary information for so long as necessary to permit sales that would otherwise be permitted by this Agreement pursuant to Rule 144, Rule 144A or Regulation S under the Securities Act, as such Rules may be amended from time to time or any similar rule or regulation hereafter adopted by the SEC), and it will take such further action as any Holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without Registration under the Securities Act in transactions that would otherwise be permitted by this Agreement and within the limitation of the exemptions provided by ( i ) Rules 144, 144A or Regulation S under the Securities Act, as such rules may be amended from time to time, or ( ii ) any similar rule or regulation hereafter adopted by the SEC. Upon the request of any Holder of Registrable Securities, the Company will deliver to such Holder a written statement as to whether it has complied with such requirements and, if not, the specifics thereof.

Section 3.11.                           Existing Registration Statements .  Notwithstanding anything herein to the contrary and subject to applicable law and regulation, the Company may satisfy any obligation hereunder to file a Registration Statement or to have a Registration Statement become effective by a specified date by designating, by notice to the Holders, a Registration Statement that previously has been filed with the SEC or become effective, as the case may be, as the relevant Registration Statement for purposes of satisfying such obligation, and all references to any such obligation shall be construed accordingly; provided that such previously filed Registration Statement may be amended or, subject to applicable securities laws, supplemented to add the number of Registrable Securities, and, to the extent necessary, to identify as selling stockholders those Holders demanding the filing of a Registration Statement pursuant to the terms of this Agreement.  To the extent this Agreement refers to the filing or effectiveness of other Registration Statements, by or at a specified time and the Company has, in lieu of then filing such Registration Statements or having such Registration Statements become effective, designated a previously filed or effective Registration Statement as the relevant Registration Statement for such purposes, in accordance with the preceding sentence, such references shall be construed to refer to such designated Registration Statement, as amended.

ARTICLE IV

MISCELLANEOUS

Section 4.1.                                  Authority;  Effect .  Each party hereto represents and warrants to and agrees with each other party that the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized on behalf of such party and do not violate any agreement or other instrument applicable to

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such party or by which its assets are bound.  This Agreement does not, and shall not be construed to, give rise to the creation of a partnership among any of the parties hereto, or to constitute any of such parties members of a joint venture or other association.  The Company and its subsidiaries shall be jointly and severally liable for all obligations of each such party pursuant to this Agreement.

Section 4.2.                                  Notices .  Any notices, requests, demands and other communications required or permitted in this Agreement shall be effective if in writing and ( i ) delivered personally, ( ii ) sent by facsimile or e-mail, or ( iii ) sent by overnight courier, in each case, addressed as follows:

If to the Company to:

STORE Capital Corporation
8501 E. Princess Drive
Suite 190
Scottsdale, AZ 85255
Attention:  Michael T. Bennett, Secretary
Facsimile:  (480) 256-1101
E-mail:  mbennett@storecapital.com

with a copy (which shall not constitute notice) to:

Kutak Rock LLP
Suite 3100
1801 California Street
Denver, CO 80202
Attention:  Paul E. Belitz
Facsimile:  (303) 292-7799
E-mail:  paul.belitz@kutakrock.com

If to the Principal Investor:

STORE Holding Company, LLC
8501 E. Princess Drive
Suite 190
Scottsdale, AZ 85255
Attention:  Michael T. Bennett, Secretary
Facsimile:  (480) 256-1101
E-mail:  mbennett@storecapital.com

and

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Oaktree Capital Management, L.P.
333 South Grand Ave., 28th Floor
Los Angeles, CA 90071
Attention:  Kenneth Liang
Facsimile:  (213) 830-6293
E-mail:  kliang@oaktreecapital.com

with a copy (which shall not constitute notice) to:

Debevoise & Plimpton LLP
919 Third Avenue
New York, NY 10022
Attention:  Jasmine Ball
Facsimile:  (212) 909-6836
E-mail:  jball@debevoise.com

Notice to the holder of record of any Registrable Securities shall be deemed to be notice to the Holder of such securities for all purposes hereof.

Unless otherwise specified herein, such notices or other communications shall be deemed effective ( i ) on the date received, if personally delivered, ( ii ) on the date received, if delivered by facsimile or e-mail on a Business Day, or if not delivered on a Business Day, on the first Business Day thereafter and ( iii ) two (2) Business Days after being sent by overnight courier.  Each of the parties hereto shall be entitled to specify a different address by giving notice as aforesaid to each of the other parties hereto.

Section 4.3.                                  Termination and Effect of Termination .  This Agreement shall terminate upon the date on which no Holder holds any Registrable Securities, except for the provisions of Sections 3.9 and 3.10, which shall survive any such termination.  No termination under this Agreement shall relieve any Person of liability for breach prior to termination.  In the event this Agreement is terminated, each Person entitled to indemnification rights pursuant to Section 3.9 hereof shall retain such indemnification rights with respect to any matter that ( i ) may be an indemnified liability thereunder and ( ii ) occurred prior to such termination.

Section 4.4.                                  Permitted Transferees; Additional Management Holders .

Section 4.4.1.                        The rights of a Holder hereunder may be assigned (but only with all related obligations as set forth below) in connection with a Transfer of shares of Common Stock or Registrable Securities effected in accordance with the terms of that certain Stockholders Agreement, dated as of November 21, 2014, by and among the Company, the Principal Investor and the other Persons party thereto, the Amended and Restated Bylaws of the Company, the Articles of Amendment and Restatement of the Company and this Agreement to a Permitted

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Transferee of that Holder.  Without prejudice to any other or similar conditions imposed hereunder with respect to any such Transfer, no assignment permitted under the terms of this Section 4.4.1 will be effective unless the Permitted Transferee to which the assignment is being made, if not a Holder, has delivered to the Company a written acknowledgment and agreement in form and substance reasonably satisfactory to the Company that the Permitted Transferee will be bound by, and will be a party to, this Agreement.  A Permitted Transferee to whom rights are transferred pursuant to this Section 4.4.1 may not again transfer those rights to any other Permitted Transferee, other than as provided in this Section 4.4.1.

Section 4.4.2.                        The Company may admit to this Agreement any additional Management Holder who becomes a holder of Common Stock that are Registrable Securities.  Without prejudice to any other or similar conditions imposed hereunder with respect to any such admission, no admission permitted under the terms of this Section 4.4.2 will be effective unless the Management Holder has delivered to the Company a written acknowledgement and agreement in form and substance reasonably satisfactory to the Company that the Management Holder will be bound by, and will be a party to, this Agreement and will execute and deliver such other agreements or documents as may reasonably be requested by the Company.

Section 4.5.                                  Remedies .  The parties to this Agreement shall have all remedies available at law, in equity or otherwise in the event of any breach or violation of this Agreement or any default hereunder.  The parties acknowledge and agree that in the event of any breach of this Agreement, in addition to any other remedies that may be available, each of the parties hereto shall be entitled to specific performance of the obligations of the other parties hereto and, in addition, to such other equitable remedies (including preliminary or temporary relief) as may be appropriate in the circumstances.  No delay of or omission in the exercise of any right, power or remedy accruing to any party as a result of any breach or default by any other party under this Agreement shall impair any such right, power or remedy, nor shall it be construed as a waiver of or acquiescence in any such breach or default, or of any similar breach or default occurring later; nor shall any such delay, omission nor waiver of any single breach or default be deemed a waiver of any other breach or default occurring before or after that waiver.

Section 4.6.                                  Amendments .  This Agreement may not be orally amended, modified, extended or terminated, nor shall any oral waiver of any of its terms be effective.  This Agreement may be amended, modified, extended or terminated, and the provisions hereof may be waived, only by an agreement in writing signed by the Company and the Principal Investor.  Each such amendment, modification, extension or termination shall be binding upon each party hereto and each Other Holder.  In addition,

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each party hereto may waive any right hereunder by an instrument in writing signed by such party.

Section 4.7.                                  Governing Law .  This Agreement and all claims arising out of or based upon this Agreement or relating to the subject matter hereof shall be governed by and construed in accordance with the domestic substantive laws of the State of New York without giving effect to any choice or conflict of laws provision or rule that would cause the application of the domestic substantive laws of any other jurisdiction.

Section 4.8.                                  Consent to Jurisdiction .  Each party to this Agreement, by its execution hereof, ( i ) hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts sitting in the State of New York for the purpose of any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof, ( ii ) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, and agrees not to allow any of its subsidiaries to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such proceeding brought in one of the above-named courts is improper, or that this Agreement or the subject matter hereof or thereof may not be enforced in or by such court and ( iii ) hereby agrees not to commence or maintain any action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation arising out of or based upon this Agreement or relating to the subject matter hereof or thereof other than before one of the above-named courts nor to make any motion or take any other action seeking or intending to cause the transfer or removal of any such action, claim, cause of action or suit (in contract, tort or otherwise), inquiry, proceeding or investigation to any court other than one of the above-named courts whether on the grounds of inconvenient forum or otherwise.  Notwithstanding the foregoing, to the extent that any party hereto is or becomes a party in any litigation in connection with which it may assert indemnification rights set forth in this Agreement, the court in which such litigation is being heard shall be deemed to be included in clause (i) above.  Notwithstanding the foregoing, any party to this Agreement may commence and maintain an action to enforce a judgment of any of the above-named courts in any court of competent jurisdiction.  Each party hereto hereby consents to service of process in any such proceeding in any manner permitted by New York law, and agrees that service of process by registered or certified mail, return receipt requested, at its address specified pursuant to Section 4.2 hereof is reasonably calculated to give actual notice.

Section 4.9.                                  WAIVER OF JURY TRIAL .  TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW WHICH CANNOT BE WAIVED, EACH PARTY HERETO HEREBY WAIVES AND COVENANTS THAT IT WILL NOT ASSERT (WHETHER AS PLAINTIFF, DEFENDANT OR OTHERWISE) ANY RIGHT TO TRIAL BY JURY IN ANY FORUM IN RESPECT OF ANY ISSUE OR

34

ACTION, CLAIM, CAUSE OF ACTION OR SUIT (IN CONTRACT, TORT OR OTHERWISE), INQUIRY, PROCEEDING OR INVESTIGATION ARISING OUT OF OR BASED UPON THIS AGREEMENT OR THE SUBJECT MATTER HEREOF OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE TRANSACTIONS CONTEMPLATED HEREBY, IN EACH CASE WHETHER NOW EXISTING OR HEREAFTER ARISING.  EACH PARTY HERETO ACKNOWLEDGES THAT IT HAS BEEN INFORMED BY THE OTHER PARTIES HERETO THAT THIS SECTION 4.9 CONSTITUTES A MATERIAL INDUCEMENT UPON WHICH THEY ARE RELYING AND WILL RELY IN ENTERING INTO THIS AGREEMENT.  ANY PARTY HERETO MAY FILE AN ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 4.9 WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF EACH SUCH PARTY TO THE WAIVER OF ITS RIGHT TO TRIAL BY JURY.

Section 4.10.                           Merger; Binding Effect, Etc.   This Agreement constitutes the entire agreement of the parties with respect to its subject matter, supersedes all prior or contemporaneous oral or written agreements or discussions with respect to such subject matter, and shall be binding upon and inure to the benefit of the parties hereto and thereto and their respective heirs, representatives, successors and permitted assigns.  Except as otherwise expressly provided herein, no Holder or other party hereto may assign any of its respective rights or delegate any of its respective obligations under this Agreement without the prior written consent of the other parties hereto, and any attempted assignment or delegation in violation of the foregoing shall be null and void.

Section 4.11.                           Counterparts .  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one instrument.

Section 4.12.                           Severability .  In the event that any provision hereof would, under applicable law, be invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the maximum extent compatible with, and possible under, applicable law.  The provisions hereof are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect any other provision hereof.

Section 4.13.                           No Recourse .  Notwithstanding anything that may be expressed or implied in this Agreement, the Company and each Holder covenant, agree and acknowledge that no recourse under this Agreement or any documents or instruments delivered in connection with this Agreement shall be had against any current or future director, officer, employee, general or limited partner or member of any Holder or of any Affiliate or assignee thereof, as such, whether by the enforcement of any assessment or by any legal or equitable proceeding, or by virtue of any statute, regulation or other applicable law, it being expressly agreed and acknowledged that no personal liability

35

whatsoever shall attach to, be imposed on or otherwise be incurred by any current or future officer, agent or employee of any Holder or any current or future member of any Holder or any current or future director, officer, employee, partner or member of any Holder or of any Affiliate or assignee thereof, as such, for any obligation of any Holder under this Agreement or any documents or instruments delivered in connection with this Agreement for any claim based on, in respect of or by reason of such obligations or their creation.

[ Signature pages follow ]

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IN WITNESS WHEREOF , each of the undersigned has duly executed this Agreement (or caused this Agreement to be executed on its behalf by its officer or representative thereunto duly authorized) as of the date first above written.

Exhibit 10.3

STORE CAPITAL CORPORATION
2015 OMNIBUS EQUITY INCENTIVE PLAN

Section 1. Purpose of Plan.

The name of the Plan is the Store Capital Corporation 2015 Omnibus Equity Incentive Plan. The purposes of the Plan are to provide an additional incentive to selected employees, directors, independent contractors and consultants of the Company or its Affiliates whose contributions are essential to the growth and success of the Company’s business, in order to strengthen the commitment of such persons to the Company and its Subsidiaries, motivate such persons to faithfully and diligently perform their responsibilities and attract and retain competent and dedicated persons whose efforts will result in the long-term growth and profitability of the Company. To accomplish such purposes, the Plan provides that the Company may grant Options, Share Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares, Other Share-Based Awards, Cash Awards or any combination of the foregoing.

Section 2. Definitions.

For purposes of the Plan, the following terms shall be defined as set forth below:

(a) “ Administrator ” means the Board, or, if and to the extent the Board does not administer the Plan, the Committee in accordance with Section 3 hereof.

(b) “ Affiliate ” means a Person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the Person specified. An entity shall be deemed an Affiliate of the Company for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.

(c) “ Applicable Laws ” means the applicable requirements under U.S. federal and state corporate laws, U.S. federal and state securities laws, including the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any other country or jurisdiction where Awards are granted under the Plan, as are in effect from time to time.

(d) “ Award ” means any Option, Share Appreciation Right, Restricted Share, Deferred Share, Performance Share, Other Share-Based Award or Cash Award granted under the Plan.

(e) “ Award Agreement ” means any written agreement, contract or other instrument or document evidencing an Award.

(f) “ Beneficial Owner” (or any variant thereof) has the meaning defined in Rule 13d-3 under the Exchange Act.

(g) “ Board ” means the Board of Directors of the Company.

(h) “ Bylaws ” mean the bylaws of the Company, as may be amended and/or restated from time to time.

(i) “ Cash Award ” means cash awarded under Section 11 of the Plan, including cash awarded as a bonus or upon the attainment of Performance Goals or otherwise as permitted under the Plan.

(j) “ Cause ” shall have the meaning assigned to such term in any individual employment, change in control or severance agreement or Award Agreement with the Participant or, if no such agreement exists or if such agreement does not define “Cause,” Cause shall mean (i) refusal or neglect, in the reasonable judgment of the Administrator, to perform substantially all of the Participant’s employment-related duties, which refusal or neglect is not cured within twenty (20) days of receipt of written notice from the Company; (ii) willful misconduct; (iii) personal dishonesty, incompetence or breach of fiduciary duty which, in any case, has a material adverse impact on the business or reputation of the Company or any of its Affiliates, as determined in the Administrator’s reasonable discretion; (iv) conviction of or entering a plea of guilty or nolo contendere (or any applicable equivalent thereof) to a crime constituting a felony (or a crime or offense of equivalent magnitude in any jurisdiction); (v) willful violation of any federal, state or local law, rule or regulation that has a material adverse impact on the business or reputation of the Company or any of its Affiliates, as determined in the Administrator’s reasonable discretion.

(k) “ Change in Capitalization ” means any (i) merger, amalgamation, consolidation, reclassification, recapitalization, spin-off, spin-out, repurchase or other reorganization or corporate transaction or event, (ii) dividend (whether in the form of cash, Common Stock or other property), share subdivision or consolidation, (iii) combination or exchange of shares, (iv) other change in corporate structure or (v) declaration of a special dividend (including a cash dividend) or other distribution, which, in any such case, the Administrator determines, in its sole discretion, affects the Shares such that an adjustment pursuant to Section 5 hereof is appropriate.

(l) “ Change in Control ” shall be deemed to have occurred if an event set forth in any one of the following paragraphs shall have occurred:

(1) any Person (other than the Company, any trustee or other fiduciary holding securities under an employee benefit plan of the Company, any company owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of Stock of the Company, or any “Sponsor Member” or any “Affiliate” of a Sponsor Member, as such terms are defined in the Limited Liability Company Agreement, dated as of May 17, 2011 of STORE Holding Company, LLC (“STORE Holdco”), as amended or supplemented, from time to time) becomes the Beneficial Owner, directly or indirectly, of securities of the Company (not including in the securities beneficially owned by such Person any securities acquired directly from the Company or any Affiliate thereof) representing 50% or more of the combined voting power of the then outstanding voting securities of the Company; or

(2) the following individuals cease for any reason to constitute a majority of the number of directors then serving on the Board: individuals who, on the date hereof,

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constitute the Board and any new director (other than a director whose initial assumption of office is in connection with an actual or threatened election contest, including, but not limited to, a consent solicitation, relating to the election of directors of the Company) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved or recommended by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors on the date hereof or whose appointment, election or nomination for election was previously so approved or recommended; or

(3) there is consummated a merger, amalgamation or consolidation of the Company with any other corporation, other than (A) a merger, amalgamation or consolidation into an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a merger, amalgamation or consolidation immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the Board of the entity surviving such merger, amalgamation or consolidation or, if the Company or the entity surviving such merger is then a subsidiary, the ultimate parent thereof; or

(4) the stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets, other than (A) a sale or disposition by the Company of all or substantially all of the Company’s assets to an entity, at least fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company following the completion of such transaction in substantially the same proportions as their ownership of the Company immediately prior to such sale or (B) a sale or disposition of all or substantially all of the Company’s assets immediately following which the individuals who comprise the Board immediately prior thereto constitute at least a majority of the board of directors of the entity to which such assets are sold or disposed or, if such entity is a subsidiary, the ultimate parent thereof.

For each Award that constitutes deferred compensation under Section 409A of the Code, to the extent required by Section 409A of the Code, a Change in Control shall be deemed to have occurred under the Plan with respect to such Award only if a change in the ownership or effective control of the Company or a change in ownership of a substantial portion of the assets of the Company shall also be deemed to have occurred under Section 409A of the Code.

(m) “ Code ” means the Internal Revenue Code of 1986, as amended from time to time, or any successor thereto.

(n) “ Committee ” means any committee or subcommittee the Board may appoint to administer the Plan. Subject to the discretion of the Board, the Committee shall be composed entirely of individuals who meet the qualifications of an “outside director” within the meaning of Section 162(m) of the Code and, to the extent applicable, any other qualifications required by applicable law or the applicable stock exchange on which the Common Stock is traded. If at any time or to any extent the Board shall not administer the Plan, then the functions of the Administrator specified in the Plan shall be exercised by the Committee. Except as otherwise provided in the Certificate of Incorporation or Bylaws of the Company, any action of the

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Committee with respect to the administration of the Plan shall be taken by a majority vote at a meeting at which a quorum is duly constituted or unanimous written consent of the Committee’s members.

(o) “ Common Stock ” means the common stock, par value $0.01 per share, of the Company.

(p) “ Company ” means Store Capital Corporation, a Maryland corporation (or any successor company, except as the term “Company” is used in the definition of “Change in Control” above).

(q) “ Deferred Shares ” means the right granted pursuant to Section 9 hereof to receive Shares at the end of a specified restricted period (or periods) of time and/or upon attainment of specified performance objectives.

(r) “ Disability ” shall have the meaning set forth in the employment, severance or change in control agreement between the Participant and the Company, provided that if no such agreement or definition exists, then “Disability” shall mean a physical or mental impairment that substantially limits the Participant’s ability to perform his or her duties and that results in the Participant’s receipt of long-term disability benefits under the Company’s or its Affiliate’s long-term disability plan, except as required to be in compliance with Section 409A of the Code.

(s) “ Eligible Recipient ” means an employee, director, independent contractor or consultant of the Company or any Affiliate of the Company who has been selected as an eligible participant by the Administrator; provided , however , to the extent required to avoid the imposition of additional taxes under Section 409A of the Code, an Eligible Recipient of an Option or a Share Appreciation Right means an employee, director, independent contractor or consultant of the Company or any Subsidiary of the Company who has been selected as an eligible participant by the Administrator.

(t) “ Exchange Act ” shall mean the Securities Exchange Act of 1934, as amended from time to time.

(u) “ Exercise Price ” means, with respect to any Award under which the holder may purchase Shares, the per share price at which a holder of such Award granted hereunder may purchase Shares issuable upon exercise of such Award, which in any event will not be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of grant.

(v) “ Fair Market Value ” as of a particular date shall mean the fair market value of a share of Common Stock as determined by the Administrator in its sole discretion; provided , however , that (i) if the Common Stock is admitted to trading on a national securities exchange, the fair market value of a share of Common Stock on any date shall be the closing sale price reported for such share on such exchange on such date or, if no sale was reported on such date, on the last day preceding such date on which a sale was reported, (ii) if the Common Stock is admitted to quotation on the New York Stock Exchange (“NYSE”) system or other comparable quotation system and has been designated as a National Market System (“ NMS ”) security, the fair market value of a share of Common Stock on any date shall be the closing sale price reported

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for such share on such system on such date or, if no sale was reported on such date, on the last date preceding such date on which a sale was reported, or (iii) if the Common Stock is admitted to quotation on NYSE but has not been designated as an NMS security, the fair market value of a share of Common Stock on any date shall be the average of the highest bid and lowest asked prices of such share on such system on such date or, if both bid and ask prices were not reported on such date, on the last date preceding such date on which both bid and ask prices were reported.

(w) “ ISO ” means an Option intended to be and designated as an incentive stock option within the meaning of Section 422 of the Code.

(x) “ Nonqualified Stock Option ” shall mean an Option that is not designated as an ISO.

(y) “ Option ”  means an option to purchase Common Shares granted pursuant to Section 7 hereof.  The term “Option” as used in the Plan includes the terms “Nonqualified Stock Option” and “ISO.”

(z) “ Other Share-Based Award ” means a right or other interest granted pursuant to Section 10 hereof that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on or related to, the Common Stock, including, but not limited to, unrestricted Shares, restricted share units, dividend equivalents or performance units, each of which may be subject to the attainment of Performance Goals or a period of continued employment or other terms or conditions as permitted under the Plan.

(aa) “ Participant ” means any Eligible Recipient selected by the Administrator, pursuant to the Administrator’s authority provided for in Section 3 below, to receive grants of Options, Share Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares, Cash Awards, Other Share-Based Awards or any combination of the foregoing, and, upon his or her death, his or her successors, heirs, executors and administrators, as the case may be.

(bb) “ Performance Goals ” means performance goals based on one or more of the following criteria: earnings, including one or more of operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization, adjusted EBITDA, economic earnings, or extraordinary or special items or book value per share (which may exclude nonrecurring items); pre-tax income or after-tax income; earnings per Share (basic or diluted); operating profit; revenue, revenue growth or rate of revenue growth; return on assets (gross or net), return on investment, return on capital, or return on equity; returns on sales or revenues; operating expenses; share price appreciation; cash flow, free cash flow, cash flow return on investment (discounted or otherwise), net cash provided by operations, or cash flow in excess of cost of capital; implementation or completion of critical projects or processes; cumulative earnings per share growth; operating margin or profit margin; cost targets, reductions and savings, productivity and efficiencies; absolute or relative stockholder return; share price; cash and/or funds available for distribution; net debt; dividend payout ratio; funds from operations; adjusted funds from operations; balance sheet and debt ratings management; strategic business criteria, consisting of one or more objectives based on meeting specified market penetration, geographic business expansion, customer satisfaction, employee satisfaction, human resources

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management, supervision of litigation, information technology, and goals relating to acquisitions, divestitures, joint ventures and similar transactions, and budget comparisons; personal professional objectives, including any of the foregoing performance goals, the implementation of policies and plans, the negotiation of transactions, the development of long term business goals, formation of joint ventures, research or development collaborations, and the completion of other corporate transactions; and any combination of, or a specified increase in, any of the foregoing.  Where applicable, the Performance Goals may be expressed in terms of attaining a specified level of the particular criteria or the attainment of a percentage increase or decrease in the particular criteria, and may be applied to one or more of the Company or Affiliate thereof, or a division or strategic business unit of the Company, or may be applied to the performance of the Company relative to a market index, a group of other companies or a combination thereof, all as determined by the Committee. The Performance Goals may include a threshold level of performance below which no payment shall be made (or no vesting shall occur), levels of performance at which specified payments shall be made (or specified vesting shall occur), and a maximum level of performance above which no additional payment shall be made (or at which full vesting shall occur). Each of the foregoing Performance Goals shall be determined in accordance with generally accepted accounting principles and shall be subject to certification by the Committee; provided , that the Committee shall have the authority to make equitable adjustments to the Performance Goals in recognition of unusual or non-recurring events affecting the Company or any Affiliate thereof or the financial statements of the Company or any Affiliate thereof, in response to changes in applicable laws or regulations, or to account for items of gain, loss or expense determined to be extraordinary or unusual in nature or infrequent in occurrence or related to the disposal of a segment of a business or related to a change in accounting principles.

(cc) “ Performance Shares ” means Shares or units denominated in Shares that are subject to restrictions that lapse upon the attainment of specified performance objectives and that are granted pursuant to Section 9 below.

(dd) “ Person ” shall have the meaning given in Section 3(a)(9) of the Exchange Act, as modified and used in Sections 13(d) and 14(d) thereof, except that such term shall not include (i) the Company or any Subsidiary thereof, (ii) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary thereof, (iii) an underwriter temporarily holding securities pursuant to an offering of such securities, or (iv) a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of shares of the Company.

(ee) “ Plan ” means this 2015 Omnibus Equity Incentive Plan.

(ff) “Restricted Shares ” means Shares granted pursuant to Section 9 below subject to certain restrictions that lapse at the end of a specified period or periods.

(gg) “ Shares ” means Common Stock reserved for issuance under the Plan, as adjusted pursuant to the Plan, and any successor (pursuant to a merger, amalgamation, consolidation or other reorganization) security.

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(hh) “ Share Appreciation Right ” means the right pursuant to an Award granted under Section 8 below to receive an amount equal to the excess, if any, of (i) the aggregate Fair Market Value, as of the date such Award or portion thereof is surrendered, of the Shares covered by such Award or such portion thereof, over (ii) the aggregate Exercise Price of such Award or such portion thereof.

(ii) “ Subsidiary ” means, with respect to any Person, as of any date of determination, any other Person as to which such first Person owns or otherwise controls, directly or indirectly, more than 50% of the voting shares or other similar interests or a sole general partner interest or managing member or similar interest of such other Person. An entity shall be deemed a Subsidiary of the Company for purposes of this definition only for such periods as the requisite ownership or control relationship is maintained.

Section 3. Administration.

(a) The Plan shall be administered by the Administrator.  The Administrator shall endeavor to administer the Plan in accordance with the requirements of Section 162(m) of the Code (but only to the extent necessary and desirable to maintain qualification of awards under the Plan under Section 162(m) of the Code) and, to the extent applicable, Rule 16b-3 under the Exchange Act (“ Rule 16b-3 ”). The Plan is intended to comply, and shall be administered in a manner that is intended to comply, with Section 409A of the Code and shall be construed and interpreted in accordance with such intent. To the extent that an Award, issuance and/or payment is subject to Section 409A of the Code, it shall be awarded and/or issued or paid in a manner that will comply with Section 409A of the Code, including any applicable regulations or guidance issued by the Secretary of the United States Treasury Department and the Internal Revenue Service with respect thereto.

(b) Pursuant to the terms of the Plan, the Administrator, subject, in the case of any Committee, to any restrictions on the authority delegated to it by the Board, shall have the power and authority, without limitation:

(1) to select those Eligible Recipients who shall be Participants;

(2) to determine whether and to what extent Options, Share Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares, Cash Awards, Other Share-Based Awards or a combination of any of the foregoing, are to be granted hereunder to Participants;

(3) to determine the number of Shares to be covered by each Award granted hereunder;

(4) to determine the terms and conditions, not inconsistent with the terms of the Plan, of each Award granted hereunder (including, but not limited to, (i) the restrictions applicable to Restricted Shares or Deferred Shares and the conditions under which restrictions applicable to such Restricted Shares or Deferred Shares shall lapse, (ii) the performance goals and periods applicable to Performance Shares or Cash Awards, (iii) the Exercise Price of each Award, (iv) the vesting schedule applicable to each Award, (v) the number of Shares subject to each Award and (vi) subject to the requirements of Section 409A of the Code (to the extent

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applicable), any amendments to the terms and conditions of outstanding Awards, including, but not limited to, extending the exercise period of such Awards and accelerating the vesting schedule of such Awards), and, if the Administrator in its discretion determines to accelerate the vesting of Options and/or Share Appreciation Rights in connection with a Change in Control, the Administrator shall also have discretion in connection with such action to provide that all Options and/or Share Appreciation Rights outstanding immediately prior to such Change in Control shall expire on the effective date of such Change in Control;

(5) to determine the terms and conditions, not inconsistent with the terms of the Plan, which shall govern all written instruments evidencing Options, Share Appreciation Rights, Restricted Shares, Deferred Shares, Performance Shares, Cash Awards, Other Share-Based Awards or any combination of the foregoing granted hereunder;

(6) to determine the Fair Market Value;

(7) to determine the duration and purpose of leaves of absence which may be granted to a Participant without constituting termination of the Participant’s employment for purposes of Awards granted under the Plan;

(8) to adopt, alter and repeal such administrative rules, regulations, guidelines and practices governing the Plan as it shall from time to time deem advisable; and

(9) to construe and interpret the terms and provisions of, and supply or correct omissions in, the Plan and any Award issued under the Plan (and any Award Agreement relating thereto), and to otherwise supervise the administration of the Plan and to exercise all powers and authorities either specifically granted under the Plan or necessary and advisable in the administration of the Plan.

(c) All decisions made by the Administrator pursuant to the provisions of the Plan shall be final, conclusive and binding on all persons, including the Company and the Participants. No member of the Board or the Committee, nor any officer or employee of the Company or any Subsidiary thereof acting on behalf of the Board or the Committee, shall be personally liable for any action, omission, determination or interpretation taken or made in good faith with respect to the Plan, and all members of the Board or the Committee and each and any officer or employee of the Company and of any Subsidiary thereof acting on their behalf shall, to the maximum extent permitted by law, be fully indemnified and protected by the Company in respect of any such action, omission, determination or interpretation.

Section 4. Shares Reserved for Issuance Under the Plan.

(a) Subject to Section 5 hereof, the number of Shares of Common Stock that are reserved and available for issuance pursuant to Awards granted under the Plan shall be equal to 6,903,076 Shares.  The maximum number of Shares of Common Stock which may be granted in the form of ISOs under the Plan shall be limited to 3,000,000 Shares.  From and after such time as the Plan is subject to 162(m) of the Code, the aggregate Awards (based on maximum performance) denominated in Shares granted during any single fiscal year to any individual who is likely to be a “covered employee” (as defined in Section 162(m) of the Code) shall not exceed 1,000,000 Shares (all of which may be granted as Options or SARs).  The maximum aggregate

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Cash Award that any “covered employee” may receive with respect to Cash Awards in respect of any annual performance period is $5,000,000 and for any other performance period, such amount multiplied by a fraction, the numerator of which is the number of months in the performance period and the denominator of which is twelve.

(b) Shares issued under the Plan may, in whole or in part, be authorized but unissued Shares or Shares that shall have been or may be reacquired by the Company in the open market, in private transactions or otherwise. If any Shares subject to an Award are forfeited, cancelled, exchanged or surrendered or if an Award otherwise terminates or expires without a distribution of shares to the Participant, the Shares with respect to such Award shall, to the extent of any such forfeiture, cancellation, exchange, surrender, termination or expiration, again be available for Awards under the Plan. Notwithstanding the foregoing, Shares surrendered or withheld as payment of either the Exercise Price of an Award (including Shares otherwise underlying an Award of a Share Appreciation Right that are retained by the Company to account for the grant price of such Share Appreciation Right) and/or withholding taxes in respect of an Award shall no longer be available for grant under the Plan.

Section 5. Equitable Adjustments.

In the event of any Change in Capitalization, an equitable substitution or proportionate adjustment shall be made, in each case, as may be determined by the Administrator, in its sole discretion, in (i) the aggregate number of shares of Common Stock reserved for issuance under the Plan pursuant to Section 4 and the maximum number of Shares that may be subject to Awards granted to any Participant in any calendar or fiscal year (including the limits set forth in Section 4(a)), (ii) the kind, number and Exercise Price subject to outstanding Options and Share Appreciation Rights granted under the Plan, and (iii) the kind, number and purchase price of Shares or other securities subject to outstanding Restricted Shares, Deferred Shares, Performance Shares or Other Share-Based Awards granted under the Plan; provided , however , that any fractional shares resulting from the adjustment shall be eliminated. Such other equitable substitutions or adjustments shall be made as may be determined by the Administrator, in its sole discretion. Without limiting the generality of the foregoing, in connection with a Change in Capitalization, the Administrator may provide, in its sole discretion, but subject in all events to the requirements of Section 409A of the Code, for the cancellation of any outstanding Award granted hereunder in exchange for payment in cash or other property in an amount equal to the excess, if any, of the aggregate Fair Market Value of the Shares covered by such award over by the aggregate Exercise Price or purchase price thereof, if any (it being understood that, if there is no such excess, such Award may be cancelled without the payment of any consideration).  Further, without limiting the generality of the foregoing, with respect to Awards subject to foreign laws, adjustments made hereunder shall be made in compliance with applicable requirements.  Except to the extent determined by the Administrator, any adjustments to ISOs under this Section 5 shall be made only to the extent not constituting a “modification” within the meaning of Section 424(h)(3) of the Code. The Administrator’s determinations pursuant to this Section 5 shall be final, binding and conclusive.

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Section 6. Eligibility.

The Participants under the Plan shall be selected from time to time by the Administrator, in its sole discretion, from those individuals that qualify as Eligible Recipients.

Section 7. Options.

(a)  General .  Options granted under the Plan shall be designated as Nonqualified Stock Options or ISOs.  Each Participant who is granted an Option shall enter into an Award Agreement with the Company, containing such terms and conditions as the Administrator shall determine, in its sole discretion, which Award Agreement shall set forth, among other things, the Exercise Price of the Option, the term of the Option and provisions regarding exercisability of the Option, and whether the Option is intended to be an ISO or a Nonqualified Stock Option (and in the event the Award Agreement has no such designation, the Option shall be a Nonqualified Stock Option).  The provisions of each Option need not be the same with respect to each Participant.  More than one Option may be granted to the same Participant and be outstanding concurrently hereunder. Options granted under the Plan shall be subject to the terms and conditions set forth in this Section 7 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable and set forth in the applicable Award Agreement.

(b)  Exercise Price . The Exercise Price of Shares purchasable under an Option shall be determined by the Administrator in its sole discretion at the time of grant, but in no event shall the exercise price of an Option be less than one hundred percent (100%) of the Fair Market Value of the Common Stock on the date of grant.

(c)  Option Term . The maximum term of each Option shall be fixed by the Administrator, but no Option shall be exercisable more than ten (10) years after the date such Option is granted. Each Option’s term is subject to earlier expiration pursuant to the applicable provisions in the Plan and the Award Agreement. Notwithstanding the foregoing, the Administrator shall have the authority to accelerate the exercisability of any outstanding Option at such time and under such circumstances as the Administrator, in its sole discretion, deems appropriate.

(d)  Exercisability . Each Option shall be exercisable at such time or times and subject to such terms and conditions, including the attainment of pre-established corporate performance goals, as shall be determined by the Administrator in the applicable Award Agreement. The Administrator may also provide that any Option shall be exercisable only in installments, and the Administrator may waive such installment exercise provisions at any time, in whole or in part, based on such factors as the Administrator may determine in its sole discretion. Notwithstanding anything to the contrary contained herein, an Option may not be exercised for a fraction of a share.

(e)  Method of Exercise . Options may be exercised in whole or in part by giving written notice of exercise to the Company specifying the number of whole Shares to be purchased, accompanied by payment in full of the aggregate Exercise Price of the Shares so purchased in cash or its equivalent, as determined by the Administrator. As determined by the Administrator, in its sole discretion, with respect to any Option or category of Options, payment in whole or in part may also be made (i) by means of consideration received under any cashless

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exercise procedure approved by the Administrator (including the withholding of Shares otherwise issuable upon exercise), (ii) in the form of unrestricted Shares already owned by the Participant which have a Fair Market Value on the date of surrender equal to the aggregate exercise price of the Shares as to which such Option shall be exercised, (iii) any other form of consideration approved by the Administrator and permitted by applicable law or (iv) any combination of the foregoing.

(f)  ISOs . The terms and conditions of ISOs granted hereunder shall be subject to the provisions of Section 422 of the Code and the terms, conditions, limitations and administrative procedures established by the Administrator from time to time in accordance with the Plan.  At the discretion of the Administrator, ISOs may be granted only to an employee of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary.

(1)  ISO Grants to 10% Stockholders .  Notwithstanding anything to the contrary in the Plan, if an ISO is granted to a Participant who owns shares representing more than ten percent (10%) of the voting power of all classes of shares of the Company, its “parent corporation” (as such term is defined in Section 424(e) of the Code) or a Subsidiary, the term of the ISO shall not exceed five (5) years from the time of grant of such ISO and the Exercise Price shall be at least one hundred and ten percent (110%) of the Fair Market Value of the Shares on the date of grant.

(2)  $100,000 Per Year Limitation For ISOs .  To the extent the aggregate Fair Market Value (determined on the date of grant) of the Shares for which ISOs are exercisable for the first time by any Participant during any calendar year (under all plans of the Company) exceeds $100,000, such excess ISOs shall be treated as Nonqualified Stock Options.

(3)  Disqualifying Dispositions .  Each Participant awarded an ISO under the Plan shall notify the Company in writing immediately after the date he or she makes a “disqualifying disposition” of any Share acquired pursuant to the exercise of such ISO.  A “disqualifying disposition” is any disposition (including any sale) of such Shares before the later of (i) two years after the date of grant of the ISO and (ii) one year after the date the Participant acquired the Shares by exercising the ISO.  The Company may, if determined by the Administrator and in accordance with procedures established by it, retain possession of any Shares acquired pursuant to the exercise of an ISO as agent for the applicable Participant until the end of the period described in the preceding sentence, subject to complying with any instructions from such Participant as to the sale of such shares.

(g)  Rights as Stockholder . A Participant shall have no rights to dividends or distributions or any other rights of a stockholder with respect to the Shares subject to an Option until the Participant has given written notice of the exercise thereof, has paid in full for such Shares.

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(h)  Termination of Employment or Service .  Unless otherwise provided by the Committee, either pursuant to its powers under Section 3(b) or in the applicable Award Agreement:

(1) In the event that the employment or service of a Participant with the Company and all Affiliates thereof (including by reason of the Participant’s employer ceasing to be an Affiliate of the Company) shall terminate for any reason other than Cause, Disability, or death, (A) Options granted to such Participant, to the extent that they are exercisable at the time of such termination, shall remain exercisable until the date that is ninety (90) days after such termination, on which date they shall expire, and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. The ninety (90) day period described in this Section 7(h)(1) shall be extended to one (1) year after the date of such termination in the event of the Participant’s death during such ninety (90) day period. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

(2) In the event that the employment or service of a Participant with the Company and all Affiliates thereof shall terminate on account of the Disability, or death of the Participant, (A) Options granted to such Participant, to the extent that they were exercisable at the time of such termination, shall remain exercisable until the date that is one (1) year after such termination, on which date they shall expire and (B) Options granted to such Participant, to the extent that they were not exercisable at the time of such termination, shall expire at the close of business on the date of such termination. Notwithstanding the foregoing, no Option shall be exercisable after the expiration of its term.

(3) In the event of the termination of a Participant’s employment or service for Cause, all outstanding Options granted to such Participant shall expire at the commencement of business on the date of such termination.

(i)  Other Change in Employment Status . An Option shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial disability or other changes in the employment status of a Participant, in the discretion of the Administrator.

Section 8. Share Appreciation Rights.

(a)  General . Share Appreciation Rights may be granted either alone (“ Free Standing Rights ”) or in conjunction with all or part of any Option granted under the Plan (“ Related Rights ”). Related Rights may be granted either at or after the time of the grant of such Option. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, grants of Share Appreciation Rights shall be made, the number of Shares to be awarded, the price per Share, and all other conditions of Share Appreciation Rights. Notwithstanding the foregoing, no Related Right may be granted for more Shares than are subject to the Option to which it relates, and any Share Appreciation Right must be granted with an Exercise Price not less than the Fair Market Value of Common Stock on the date of grant. The provisions of Share Appreciation Rights need not be the same with respect to each Participant. Share Appreciation Rights granted under the Plan shall be subject to the following terms and

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conditions set forth in this Section 8 and shall contain such additional terms and conditions, not inconsistent with the terms of the Plan, as the Administrator shall deem desirable, as set forth in the applicable Award Agreement.

(b)  Awards; Rights as Stockholder . The prospective recipient of a Share Appreciation Right shall not have any rights with respect to such Award, unless and until such recipient has executed an Award Agreement and delivered a fully executed copy thereof to the Company, within a period of sixty (60) days (or such other period as the Administrator may specify) after the award date. Participants who are granted Share Appreciation Rights shall have no rights as stockholders of the Company with respect to the grant or exercise of such rights.

(c)  Exercisability .

(1) Share Appreciation Rights that are Free Standing Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator in the applicable Award Agreement.

(2) Share Appreciation Rights that are Related Rights shall be exercisable only at such time or times and to the extent that the Options to which they relate shall be exercisable in accordance with the provisions of Section 7 hereof and this Section 8 of the Plan.

(d)  Payment Upon Exercise .

(1) Upon the exercise of a Free Standing Right, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the excess of the Fair Market Value as of the date of exercise over the price per share specified in the Free Standing Right multiplied by the number of Shares in respect of which the Free Standing Right is being exercised, with the Administrator having the right to determine the form of payment.

(2) A Related Right may be exercised by a Participant by surrendering the applicable portion of the related Option. Upon such exercise and surrender, the Participant shall be entitled to receive up to, but not more than, that number of Shares equal in value to the excess of the Fair Market Value as of the date of exercise over the Exercise Price specified in the related Option multiplied by the number of Shares in respect of which the Related Right is being exercised, with the Administrator having the right to determine the form of payment. Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the Related Rights have been so exercised.

(3) Notwithstanding the foregoing, the Administrator may determine to settle the exercise of a Share Appreciation Right in cash (or in any combination of Shares and cash).

(e)  Termination of Employment or Service .  Unless otherwise provided by the Committee pursuant to its powers under Section 3(b):

(1) In the event of the termination of employment or service with the Company and all Affiliates thereof (including by reason of the Participant’s employer ceasing to be an Affiliate of the Company) of a Participant who has been granted one or more Free

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Standing Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator in the applicable Award Agreement.

(2) In the event of the termination of employment or service with the Company and all Affiliates thereof of a Participant who has been granted one or more Related Rights, such rights shall be exercisable at such time or times and subject to such terms and conditions as set forth in the related Options.

(f)  Term .

(1) The term of each Free Standing Right shall be fixed by the Administrator, but no Free Standing Right shall be exercisable more than ten (10) years after the date such right is granted.

(2) The term of each Related Right shall be the term of the Option to which it relates, but no Related Right shall be exercisable more than ten (10) years after the date such right is granted.

(g)  Other Change in Employment Status . Share Appreciation Rights shall be affected, both with regard to vesting schedule and termination, by leaves of absence, including unpaid and un-protected leaves of absence, changes from full-time to part-time employment, partial disability or other changes in the employment status of a Participant, in the discretion of the Administrator.

Section 9. Restricted Shares, Deferred Shares and Performance Shares.

(a)  General . Restricted Shares, Deferred Shares or Performance Shares may be issued either alone or in addition to other awards granted under the Plan. The Administrator shall determine the Eligible Recipients to whom, and the time or times at which, Restricted Shares, Deferred Shares or Performance Shares shall be made; the number of Shares to be awarded; the price, if any, to be paid by the Participant for the acquisition of Restricted Shares, Deferred Shares or Performance Shares; the period of time prior to which such shares become vested and free of restrictions on Transfer (the “ Restricted Period ”), if any, applicable to Restricted Shares, Deferred Shares or Performance Shares; the performance objectives (if any) applicable to Restricted Shares, Deferred Shares or Performance Shares; and all other conditions of the Restricted Shares, Deferred Shares and Performance Shares. If the restrictions, performance objectives and/or conditions established by the Administrator are not attained, a Participant shall forfeit his or her Restricted Shares, Deferred Shares or Performance Shares, in accordance with the terms of the grant. The provisions of the Restricted Shares, Deferred Shares or Performance Shares need not be the same with respect to each Participant.

(b)  Awards and Certificates . Except as otherwise provided below in Section 9(c), (i) each Participant who is granted an award of Restricted Shares may, in the Company’s sole discretion, be issued a share certificate in respect of such Restricted Shares; and (ii) any such certificate so issued shall be registered in the name of the Participant, and shall bear an appropriate legend referring to the terms, conditions and restrictions applicable to any such Award.

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The Company may require that the share certificates, if any, evidencing Restricted Shares granted hereunder be held in the custody of the Company until the restrictions thereon shall have lapsed, and that, as a condition of any award of Restricted Shares, the Participant shall have delivered a share transfer form, endorsed in blank, relating to the Shares covered by such award.

With respect to Deferred Shares, at the expiration of the Restricted Period, share certificates in respect of such shares of Deferred Shares may, in the Company’s sole discretion, be delivered to the Participant, or his legal representative, in a number equal to the number of unrestricted Shares covered by the Deferred Shares award.

Notwithstanding anything in the Plan to the contrary, any Restricted Shares, Deferred Shares (at the expiration of the Restricted Period) or Performance Shares (whether before or after any vesting conditions have been satisfied) may, in the Company’s sole discretion, be issued in uncertificated form pursuant to the customary arrangements for issuing shares in such form.

Further, notwithstanding anything in the Plan to the contrary, with respect to Deferred Shares, at the expiration of the Restricted Period, Shares shall promptly be issued (either in certificated or uncertificated form) to the Participant, unless otherwise deferred in accordance with procedures established by the Company in accordance with Section 409A of the Code, and such issuance shall in any event be made within such period as is required to avoid the imposition of a tax under Section 409A of the Code.

(c)  Restrictions and Conditions . The Restricted Shares, Deferred Shares and Performance Shares granted pursuant to this Section 9 shall be subject to the following restrictions and conditions and any additional restrictions or conditions as determined by the Administrator at the time of grant or, subject to Section 409A of the Code, thereafter:

(1) The Administrator may, in its sole discretion, provide for the lapse of restrictions in installments and may accelerate or waive such restrictions in whole or in part based on such factors and such circumstances as the Administrator may determine, in its sole discretion, including, but not limited to, the attainment of certain performance goals, the Participant’s termination of employment or service with the Company or any Affiliate thereof, or the Participant’s death or Disability, subject to any requirements of Section 162(m) of the Code in the case of any Award which is intended to qualify as “performance-based compensation” under Section 162(m) of the Code. Notwithstanding the foregoing, upon a Change in Control, the outstanding Awards shall be subject to Section 13 hereof.

(2) Except as provided in the applicable Award Agreement, the Participant shall generally have the rights of a stockholder of the Company with respect to Restricted Shares during the Restricted Period; provided , however , that dividends declared during the Restricted Period with respect to an Award that vests or becomes payable based upon the achievement of performance goals, shall only become payable if and to the extent the performance levels on the underlying Award are achieved. Except as provided in the applicable Award Agreement, the Participant shall generally not have the rights of a stockholder with respect to Shares subject to Deferred Shares or Performance Shares during the Restricted Period; provided , however , that,

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subject to Section 409A of the Code, the Administrator may provide in the applicable Award Agreement that an amount equal to dividends declared during the Restricted Period with respect to the number of Shares covered by Deferred Shares or Performance Shares shall, unless otherwise set forth in an Award Agreement, be paid to the Participant at the time shares in respect of the related Deferred Shares are delivered to the Participant or the Restricted Period with respect to the Performance Shares expires, provided that the Participant is then providing services to the Company. Certificates for Shares of unrestricted Common Stock may, in the Company’s sole discretion, be delivered to the Participant only after the Restricted Period has expired without forfeiture in respect of such Restricted Shares, Deferred Shares or Performance Shares, except as the Administrator, in its sole discretion, shall otherwise determine.

(3) The rights of a Participant granted Restricted Shares, Deferred Shares or Performance Shares upon termination of such Participant’s employment or service as a director, independent contractor or consultant to the Company or to any Affiliate thereof, shall be set forth in the Award Agreement.

Section 10. Other Share-Based Awards.

The Administrator is authorized to grant Awards to Participants in the form of Other Share-Based Awards, as deemed by the Administrator to be consistent with the purposes of the Plan and as evidenced by an Award Agreement. The Administrator shall determine the terms and conditions of such Awards, consistent with the terms of the Plan, at the date of grant or thereafter, including any Performance Goals and performance periods. Common Stock or other securities or property delivered pursuant to an Award in the nature of a purchase right granted under this Section 10 shall be purchased for such consideration, paid for at such times, by such methods, and in such forms, including, without limitation, Shares, other Awards, notes or other property, as the Administrator shall determine, subject to any required corporate action and applicable law.

Section 11. Cash Awards.

The Administrator may grant awards that are denominated in, or payable to Participants solely in, cash, as deemed by the Administrator to be consistent with the purposes of the Plan, and, except as otherwise provided in this Section 11, such Cash Awards shall be subject to the terms, conditions, restrictions and limitations determined by the Administrator, in its sole discretion, from time to time.  Awards granted pursuant to this Section 11 may be granted with value and payment contingent upon the achievement of Performance Goals.

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Section 12. Performance-Based Awards.

To the extent that the Plan is subject to Section 162(m) of the Code, no payment with respect to an Award made under Section 9, 10 or 11 hereof which is intended to qualify as “performance-based compensation” (within the meaning of Section 162(m) of the Code) shall be made to a Participant prior to the certification by the Committee that the applicable Performance Goals have been attained, and such a Participant shall only be eligible to receive payment pursuant to such Awards for a performance period only if and to the extent that the Performance Goals for such applicable period have been achieved.  Notwithstanding any other provision of the Plan and except as otherwise determined by the Administrator, any Award which is intended to qualify as “performance-based compensation” shall be subject to any additional limitations imposed under Section 162(m) of the Code that are requirements for qualification as “performance-based compensation.”

Section 13. Change in Control.

Unless a different treatment is specified with the approval of the Administrator in an employment, severance or change in control agreement between the Participant and the Company, to the extent specified by the Administrator in a Participant’s Award Agreement, in the event of a Change in Control:

(a) With respect to each outstanding Award that is assumed or substituted in connection with the Change in Control, in the event the Participant’s employment is terminated by the Company, its successor or Affiliate thereof without Cause on or after the effective date of the Change in Control but prior to six (6) months following the Change in Control, then:

(1) any unvested or unexercisable portion of any Award carrying a right to exercise shall become fully vested and exercisable; and

(2) the restrictions, deferral limitations, payment conditions and forfeiture conditions applicable to an Award granted under the Plan shall lapse and such Awards shall be deemed fully vested and any performance conditions imposed with respect to such Awards shall be deemed to be fully achieved at target performance levels.

(b) With respect to each outstanding Award that is not assumed or substituted in connection with a Change in Control and except as would otherwise result in adverse tax consequences under Section 409A of the Code, immediately upon the occurrence of the Change in Control, (i) such Award shall become fully vested and exercisable, (ii) the restrictions, payment conditions, and forfeiture conditions applicable to any such Award granted shall lapse, and (iii) and any performance conditions imposed with respect to such Award shall be deemed to be achieved at target performance levels.

(c)  For purposes of this Section 13, an Award shall be considered assumed or substituted if, following the Change in Control, the Award is of substantially comparable value, as determined by the Administrator in its reasonable discretion, and remains subject to the same terms and conditions that were applicable to the Award immediately prior to the Change in

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Control except that, if the Award related to shares of Common Stock, the Award instead confers the right to receive common stock of the acquiring or ultimate parent entity.

(d) Notwithstanding any other provision of the Plan, in the event of a Change in Control, except as would otherwise result in adverse tax consequences under Section 409A of the Code, the Administrator may, in its discretion, provide that each Award shall, immediately upon the occurrence of a Change in Control, be cancelled in exchange for a payment in cash or securities in an amount equal to (i) the excess, if any, of (A) the consideration paid per share of Common Stock in the Change in Control over (B) the exercise or purchase price (if any) per share of Common Stock subject to the Award multiplied by (ii) the number of shares of Common Stock granted under the Award (it being understood that, if there is no such excess, such Award may be cancelled without the payment of any consideration).

Section 14. Amendment and Termination.

The Board may amend, alter or terminate the Plan, but no amendment, alteration or termination shall be made that would impair the rights of a Participant under any Award theretofore granted without such Participant’s consent. Unless the Board determines otherwise, the Board shall obtain approval of the Company’s stockholders for any amendment that would require such approval in order to satisfy the requirements of Section 162(m) of the Code, any rules of the stock exchange on which the Common Stock is traded or other applicable law. The Administrator may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Section 5 of the Plan and the immediately preceding sentence, no such amendment shall materially impair the rights of any Participant without his or her consent.

Section 15. Unfunded Status of Plan.

The Plan is intended to constitute an “unfunded” plan for incentive compensation. With respect to any payments not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general creditor of the Company.

Section 16. Withholding Taxes.

Each Participant shall, no later than the date as of which the value of an Award first becomes includible in the gross income of such Participant for federal and/or state income tax purposes, pay to the Company, or make arrangements satisfactory to the Administrator regarding payment of, any federal, state or local taxes of any kind required by law to be withheld with respect to the Award. The obligations of the Company under the Plan shall be conditional on the making of such payments or arrangements, and the Company shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise due to such Participant. Whenever cash is to be paid pursuant to an Award granted hereunder, the Company shall have the right to deduct therefrom an amount sufficient to satisfy any minimum federal, state and local withholding tax requirements related thereto. Whenever Shares are to be delivered pursuant to an Award, the Company shall have the right to require the Participant to remit to the Company in cash an amount sufficient to satisfy any related federal, state and local taxes to be withheld and applied to the tax obligations. With the approval of the Administrator, a

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Participant may satisfy the foregoing requirement by electing to have the Company withhold from delivery of Shares or by delivering already owned unrestricted Common Stock, in each case, having a value not exceeding the federal, state and local taxes to be withheld and applied to the tax obligations. Such Shares shall be valued at their Fair Market Value on the date of which the amount of tax to be withheld is determined. Fractional share amounts shall be settled in cash. Such an election may be made with respect to all or any portion of the Shares to be delivered pursuant to an Award. The Company may also use any other method of obtaining the necessary payment or proceeds, as permitted by law, to satisfy its withholding obligation with respect to any Option or other Award.

Section 17. Transfer of Awards.

Until such time as the Awards are fully vested and/or exercisable in accordance with the Plan or an Award Agreement, no purported sale, assignment, mortgage, hypothecation, transfer, charge, pledge, encumbrance, gift, transfer in trust (voting or other) or other disposition of, or creation of a security interest in or lien on, any Award or any agreement or commitment to do any of the foregoing (each, a “ Transfer ”) by any holder thereof in violation of the provisions of the Plan or an Award Agreement will be valid, except with the prior written consent of the Administrator, which consent may be granted or withheld in the sole discretion of the Administrator, and otherwise in accordance with applicable law. Any purported Transfer of an Award or any economic benefit or interest therein in violation of the Plan or an Award Agreement shall be null and void ab initio and shall not create any obligation or liability of the Company, and any person purportedly acquiring any Award or any economic benefit or interest therein transferred in violation of the Plan or an Award Agreement shall not be entitled to be recognized as a holder of such Shares. Unless otherwise determined by the Administrator in accordance with the provisions of the immediately preceding sentence, an Option or a share appreciation right may be exercised, during the lifetime of the Participant, only by the Participant or, during any period during which the Participant is under a legal disability, by the Participant’s guardian or legal representative.

Section 18. Continued Employment.

Neither the adoption of the Plan nor the grant of an Award shall confer upon any Eligible Recipient any right to continued employment or service with the Company or any Affiliate thereof, as the case may be, nor shall it interfere in any way with the right of the Company or any Affiliate thereof to terminate the employment or service of any of its Eligible Recipients at any time.

Section 19. Conditions on Issuance.

Shares shall not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares shall comply with Applicable Laws and securities regulations, and shall be further subject to the approval of counsel for the Company with respect to such compliance.  The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, shall relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such

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requisite authority shall not have been obtained.  As a condition to the exercise of an Award, the Administrator may in its discretion require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares.

Section 20. Effective Date.

The Plan was adopted by the Board on November 5, 2014 and ratified by the Stockholders on November 17, 2014.  The Plan shall become effective on November 20, 2014, consistent with the Stockholders’ ratification, (the “ Effective Date ”) without further action, provided , however , that no Awards may be granted hereunder until the earlier of (a) the effectiveness of the Company’s registration statement on Form S-11 (or other appropriate form) filed with the U.S. Securities and Exchange Commissions, as amended, and (b) the Common Stock being listed or approved for listing upon notice of issuance of NYSE.

Section 21. Electronic Signature.

Participant’s electronic signature of an Award Agreement shall have the same validity and effect as a signature affixed by hand.

Section 22. Term of Plan.

No Award shall be granted pursuant to the Plan on or after the tenth anniversary of the Effective Date, but Awards theretofore granted may extend beyond that date.

Section 23. Section 409A of the Code.

The intent of the parties is that payments and benefits under the Plan comply with Section 409A of the Code to the extent subject thereto, and, accordingly, to the maximum extent permitted, the Plan shall be interpreted and be administered to be in compliance therewith. Any payments described in the Plan that are due within the “short-term deferral period” as defined in Section 409A of the Code shall not be treated as deferred compensation unless applicable law requires otherwise. Notwithstanding anything to the contrary in the Plan, to the extent required by Section 409A of the Code in order to avoid accelerated taxation and/or tax penalties under Section 409A of the Code, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to the Plan during the six (6) month period immediately following the Participant’s termination of employment shall instead be paid on the first business day after the date that is six (6) months following the Participant’s separation from service (or upon the Participant’s death, if earlier). In addition, for purposes of the Plan, each amount to be paid or benefit to be provided to the Participant pursuant to the Plan, which constitutes deferred compensation subject to Section 409A of the Code, shall be construed as a separate identified payment for purposes of Section 409A of the Code.

Section 24. Transition Period Under Section 162(m) of the Code

The Plan has been adopted by the Board prior to the initial public offering of Common Stock pursuant to a registration statement under the Securities Act.  The Plan is intended to constitute a plan described in Treasury Regulation Section 1.162-27(f)(1).

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Section 25. Governing Law.

The Plan shall be governed by, and construed in accordance with, the laws of the State of Maryland, without giving effect to principles of conflicts of law of such state.

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Exhibit 10.4

EXECUTION COPY

EMPLOYMENT AGREEMENT
AMONG
STORE CAPITAL CORPORATION, STORE CAPITAL ADVISORS, LLC AND CHRISTOPHER H. VOLK

This EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of November 21, 2014 (the “ Effective Date ”), is by and among STORE Capital Corporation, a Maryland corporation (the “ REIT ” or the “ Guarantor ”), STORE Capital Advisors, LLC, an Arizona limited liability company (the “ Company ”), and Christopher H. Volk (the “ Executive ”).

W I T N E S S E T H :

WHEREAS, the Company desires to secure the services of the Executive in the position set forth below, and the Executive desires to serve the Company in such capacity;

WHEREAS, the Company is a wholly owned subsidiary of the Guarantor with limited assets and the Guarantor desires to guaranty the obligations of the Company under this Agreement; and

WHEREAS, the Guarantor, the Company and the Executive desire to enter into this Agreement to, among other things, set forth the terms of such employment.

NOW, THEREFORE, in consideration of the future performance and responsibilities of the Executive and the Company and upon the other terms and conditions and mutual covenants hereinafter provided, the parties hereby agree as follows:

Section 1.  Employment .

(a)           Position .  The Executive shall be employed by the Company during the Term (defined below) as its President, Chief Executive Officer, Assistant Secretary and Assistant Treasurer.

(b)           Duties .  The Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for the positions of President, Chief Executive Officer, Assistant Secretary and Assistant Treasurer and such other executive duties and responsibilities as the Board of Directors of the Company (the “ Board ”) shall from time to time reasonably assign to the Executive.  The Executive shall report directly to the Board.

(c)           Extent of Services .  Except for illnesses and vacation periods, the Executive shall devote substantially all of his business time and attention and his best

efforts to the performance of his duties and responsibilities under this Agreement.  Notwithstanding the foregoing, the Executive ( i ) may make any investment, so long as he is not obligated or required to, and shall not in fact, devote any substantial managerial efforts with respect to such investment; ( ii ) may participate in charitable, academic or community activities, and in trade or professional organizations; or (iii) may hold directorships, or equity interests, in other businesses as permitted by the Board (the activities in clauses (i) through (iii) above are collectively referred to herein as the “ Excluded Activities ”); provided that none of the Excluded Activities individually or in the aggregate interfere with the performance of the Executive’s duties under this Agreement.

Section 2.  Term .  This Agreement shall become effective on the Effective Date and, unless terminated earlier as provided herein, shall continue in full force and effect thereafter until the fourth anniversary of the Effective Date.  For purposes of this Agreement, “Term” shall mean the actual duration of the Executive’s employment hereunder, taking into account any early termination of employment pursuant to Section 7.

Section 3.  Base Salary .  The Company shall pay the Executive a base salary annually (the “ Base Salary ”), which shall be payable in periodic installments according to the Company’s normal payroll practices.  The initial Base Salary shall be $600,000.  The Executive’s Base Salary shall be considered annually by the Board, or a committee thereof, and may be increased at the discretion of the Board or such committee.  Any increase shall be retroactive to January 1 of the year in which such increase is approved.  The Base Salary, including any increases, shall not be decreased during the Term.  For purposes of this Agreement, the term “Base Salary” shall mean the amount established and adjusted from time to time pursuant to this Section 3.

Section 4.  Annual Incentive Bonus .  The Executive shall be eligible to receive an annual incentive bonus (the “ Target Bonus ”) for each fiscal year during the Term of this Agreement, based on satisfactory achievement of reasonable performance criteria and objectives (satisfaction of such criteria and objectives, “ Target Performance ”) to be adopted by the Board, as advised by the Compensation Committee of the Board (the “ Compensation Committee ”), in its sole discretion, after consultation with management, each year prior to or as soon as practicable after the commencement of such year, but in no event later than March 1 of the applicable performance year, and set forth in a written plan (the “ Annual Bonus Plan ”).  If (i) the Compensation Committee determines that Target Performance has been fully achieved with respect to a given performance year and (ii) the Executive is employed by the Company throughout the entirety of such year (January 1 through December 31), then the Executive shall be entitled to receive payment of the full Target Bonus.  If the Compensation Committee determines that Target Performance is not achieved with respect to the applicable performance year, then the

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Compensation Committee may determine whether any Target Bonus shall be payable to the Executive for such year.

The Target Bonus, if any, shall be paid to the Executive no later than 30 days after the date the Board, or the Compensation Committee, determines (i) whether or not Target Performance for such performance year has been achieved, and (ii) the amount of the actual bonus; provided that, except as may be set forth in the Annual Bonus Plan, in no event shall any Target Bonus payable be paid later than February 15 of the year following the year to which it relates.  For the avoidance of doubt, if the Executive was employed by the Company from January 1 through December 31 of a performance year, the Executive has met the employment criterion for Target Bonus eligibility for that year and need not be employed by the Company thereafter, including at the time the Target Bonus, if any, is determined or paid for that performance year, in order to receive payment of any Target Bonus amount the Executive would otherwise be entitled to receive.

Section 5.  Other Equity Grants .  The Executive shall be eligible to receive such equity awards (in addition to any awards payable in respect of the Executive’s Target Bonus under Section 4), if any, as determined by the Board under any equity incentive plan(s) established by the Company or any of its affiliates.

Section 6.  Benefits .

(a)           Vacation .  The Executive shall be entitled to four weeks of vacation each full calendar year in accordance with the Company’s policies and procedures related to vacation time as are in effect from time to time.

(b)           Sick and Personal Days .  The Executive shall be entitled to sick and personal days on an as needed basis in accordance with the Company’s policies, procedures and limits related to sick and personal time as are in effect from time to time.

(c)           Employee Benefit Plans .  During the Term, the Executive (and, where applicable, his spouse and eligible dependents, if any, and their respective designated beneficiaries) shall be eligible to participate in and receive the benefit of each employee benefit plan sponsored or maintained by the Company and generally made available to other senior executives of the Company, subject to the generally applicable provisions thereof.  Nothing in this Agreement shall in any way limit the Company’s right to amend or terminate any such plan in its discretion, so long as any such amendment does not impair the rights of the Executive without treating similarly situated executives in a similar fashion.

(d)                       Other Benefits.

(i)            Disability Insurance .  The Company shall pay the cost of maintaining a supplemental, long-term disability policy on behalf of the

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Executive, provided that the cost of such policy (to the Company) shall not exceed $11,000 per year , or such additional amount as may be subsequently approved by the Board or a committee thereof.

(ii)           Annual Physical .  The Company shall provide, at its cost, a medical examination for the Executive on an annual basis by a licensed physician in the Scottsdale or Phoenix, Arizona area selected by the Executive; provided that the expense for such annual physical shall not exceed $1,500 per year or such additional amount as may be subsequently approved by the Board or a committee thereof.

(iii)          Club Dues .  The Company shall pay or reimburse the Executive for the monthly membership dues actually incurred by the Executive for one fitness or country club membership maintained by the Executive; provided that the payable or reimbursable amount shall not exceed $700 per month or such additional amount as may be subsequently approved by the Board or a committee thereof.  For the avoidance of doubt, except as specifically provided for above, the Company shall not pay or reimburse the Executive for any other expenses associated with such club membership (including, but not limited to, any initiation fees and personal expenditures at such club).

Section 7.  Termination .  The employment of the Executive by the Company pursuant to this Agreement shall terminate:

(a)           Death or Disability .  Immediately upon death or Disability of the Executive.  As used in this Agreement, “ Disability ” means a physical or mental impairment that substantially limits the Executive’s ability to perform his duties under this Agreement and that results in the Executive’s receipt of long-term disability benefits under the Company’s long-term disability plan.

(b)           For Cause .  At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause, with such notice to specify, with particularity, each basis for the Company’s determination that Cause exists.  For purposes of this Agreement, “Cause” means Executive’s ( i ) refusal or neglect, in the reasonable judgment of the Board, to perform substantially all his employment-related duties, which refusal or neglect is not cured within 20 days of receipt of written notice from the Company, ( ii ) willful misconduct, ( iii ) personal dishonesty, incompetence or breach of fiduciary duty which, in any case, has a material adverse impact on the business or reputation of the Company or any of its affiliates, as determined in the Board’s reasonable discretion, ( iv ) conviction of or entering a plea of guilty or nolo contendere (or any applicable equivalent thereof) to a crime constituting a felony (or a crime or offense of equivalent

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magnitude in any jurisdiction); (v) willful violation of any federal, state or local law, rule, or regulation that has a material adverse impact on the business or reputation of the Company or any of its affiliates, as determined in the Board’s reasonable discretion; or ( v i) material breach of any covenant contained in Sections 11(b) through 11(e) of this Agreement.

(c)           For Good Reason .  At the election of the Executive, for Good Reason.  For purposes of this Agreement, “Good Reason” shall mean a termination of employment by the Executive on account of the occurrence of any of the following actions or omissions, without the Executive’s written consent:

(i)            A material reduction of, or other material adverse change in, the Executive’s duties, titles, responsibilities or reporting requirements, or the assignment to the Executive of any duties, responsibilities or reporting requirements that are materially inconsistent with his position;

(ii)           A reduction by the Company in the Executive’s annual Base Salary or Target Bonus amount;

(iii)          (x) the requirement by the Company that the primary location at which the Executive performs his duties (“Principal Place of Employment”) be changed to a location that is outside of a 35-mile radius of Scottsdale, Arizona, or (y) a substantial increase in the amount of travel that the Executive is required to do because of a relocation of the Company’s headquarters from Scottsdale, Arizona.  The parties acknowledge that, for these purposes, Executive’s Principal Place of Employment shall be Scottsdale, Arizona;

(iv)          A material breach by the Company of any provision of this Agreement not otherwise specified in this Section 7(c); it being agreed and understood that any breach of the Company’s obligations under Section 6(d) shall not constitute a material breach of this Agreement and the Executive’s sole remedy for any breach of such Section 6(d) shall be monetary damages; and

(v)           Any failure by the Company, in the event of a Change of Control (as hereinafter defined), to obtain from any successor to the Company an agreement to assume and perform this Agreement, as contemplated by Section 16(e), which has not been cured within 20 days after written notice of the failure has been given by the Executive to the Company.

Notwithstanding the foregoing, termination for Good Reason shall not be effective until ( x ) the Executive provides the Company with written notice

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specifying, with particularity, each basis for the Executive’s determination that Good Reason exists and ( y ) the Company fails to cure or resolve the issues identified by the Executive’s notice within 20 days of receipt of such notice.  The Company and the Executive agree that such 20-day period shall be utilized to engage in discussions in a good faith effort to cure or resolve the behavior otherwise constituting Good Reason, and that the Executive will not be considered to have resigned from employment during the 20-day period.

(d)           Without Cause; Without Good Reason .  At the election of the Company, without Cause, upon 30 days’ prior written notice to the Executive, or at the election of the Executive, without Good Reason, upon 120 days’ prior written notice to the Company.  For the avoidance of doubt, the exercise of the Company’s right to not extend the Term shall neither constitute a termination at the election of the Company without Cause nor a basis for the Executive to terminate his employment for Good Reason.

Section 8.  Effects of Termination .

(a)           Termination By the Company Without Cause or By the Executive for Good Reason .

(i)            By the Company Without Cause .  If the employment of the Executive should be terminated by the Company for any reason other than Cause, death or Disability, then the Company shall pay compensation and benefits for the Executive as follows:

(A)          any and all Base Salary, Target Bonus and any other compensation-related payments that have been earned, including pay in lieu of accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of his termination of employment that are related to any period of employment preceding his termination date (the “Accrued Obligations”).  Any Target Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4.  Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement.  All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy;

(B)          the cash portion of the Target Bonus (the “ Target Cash Bonus ”) for which the Executive is eligible for the year in which the termination of employment occurs, prorated for the portion of such year

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during which the Executive was employed by the Company prior to the effective date of his termination of employment;

(C)          an amount equal to two times the sum of ( i ) the Executive’s Base Salary in effect on the date of termination, plus ( ii ) an amount equal to the Target Cash Bonus for which the Executive was eligible during the last completed fiscal year, regardless of whether the Executive actually received such Target Cash Bonus for that year (the sum of the amounts payable under clauses (B) and (C) hereof constituting the “ Severance Payment ”);

(D)          any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of any equity portion of the Target Bonus (the “ Unvested RSU Bonus Shares ”) shall immediately vest and any restrictions thereon shall lapse immediately upon such termination of employment;

(E)           subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment within 60 days following the effective date of the Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “ Code ”), six months following the effective date of such termination; and

(F)           to the extent to which the Executive is eligible for and elects to receive continued coverage for himself and, if applicable, his eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (or, if less, for the period that the Executive is eligible for such COBRA continuation coverage), the Company shall pay for or reimburse the Executive on a monthly basis for the excess of ( x ) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over ( y ) the amount that the Executive would have paid monthly to participate in the Company’s medical and health benefits plans had he continued to be an employee of the Company.

(ii)           By the Executive for Good Reason .  If the employment of the Executive should be terminated by reason of termination by the Executive for Good Reason, then the Company shall pay compensation and benefits for the Executive as follows:

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(A)          the Accrued Obligations.  Any Target Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4.  Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement.  All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy;

(B)          the Severance Payment;

(C)          subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment within 60 days following the effective date of the Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Code, six months following the effective date of such termination; and

(D)          to the extent to which the Executive is eligible for and elects to receive continued coverage for himself and, if applicable, his eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (or, if less, for the period that the Executive is eligible for such COBRA continuation coverage), the Company shall pay for or reimburse the Executive on a monthly basis for the excess of ( x ) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over ( y ) the amount that the Executive would have paid monthly to participate in the Company’s medical and health benefits plans had he continued to be an employee of the Company.

(b)           Termination on Death or Disability .  Upon a termination of employment due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Executive (or, if applicable, his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive:

(i)            the Accrued Obligations, at the times provided in Section 8(a)(i);

(ii)           within 30 days after such termination of employment, an amount equal to the Executive’s Target Cash Bonus for the year in which the Executive’s death or Disability occurs, but prorated for the portion of the year during which the Executive was employed prior to his death or termination of employment due

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to Disability, and subtracting out all Target Bonus payments related to that performance year received by the Executive during such year;

(iii)          immediate vesting of any and all outstanding Unvested RSU Bonus Shares, such that all restrictions thereon shall lapse immediately upon such termination of employment; and

(iv)          to the extent to which the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for himself and, if applicable, his eligible dependents, or his eligible dependents are eligible for such continued coverage due to the Executive’s death, then for a period of 18 months following the Executive’s termination of employment (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage), the Company shall pay for or reimburse the Executive or such dependents on a monthly basis for the excess of (x) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA over (y) the amount that the Executive would have paid monthly to participate in the Company’s medical and health benefits plans had he continued to be an employee of the Company.

(c)           By the Company for Cause or By the Executive Without Good Reason .  In the event that the Executive’s employment is terminated ( i ) by the Company for Cause or ( ii ) voluntarily by the Executive without Good Reason, the Company’s sole obligation shall be to pay the Executive the Accrued Obligations at the times provided in Section 8(a)(i).

(d)           Termination of Authority .  Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired positions, and shall be without any of the authority or responsibility for such positions.  On request of the Board at any time following his termination of employment for any reason, the Executive shall resign from the Board if then a member and shall execute such documentation as the Company shall reasonably request to evidence the cessation of his terminated or expired positions.

(e)           Release .  Prior to the payment by the Company of any of the Executive’s Severance Payment, and in no event later than 50 days following the effective date of Executive’s termination, the Executive shall, as a condition to receipt of such Severance Payment, deliver to the Company (and shall not have revoked) a mutually acceptable release agreement with respect to all potential claims the Executive may have against the Company related to the Executive’s employment with the Company prior to the date of payment by the Company of the Executive’s Severance Payment.  The Company shall be responsible for providing a proposed form of release within 10 business days of the date

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of termination of employment, and the Executive shall have 21 calendar days (or such other time as may be required by law) in which to consider, execute and return the release to the Company.  If the Company does not timely provide a proposed form of release, the requirement that the Executive sign a release shall be deemed waived by the Company.  If the Company timely provides a proposed form of release and the Executive does not timely execute and return it, or revokes such release after delivery, the Company shall not be required to pay the Executive all or any portion of the Severance Payment.

Section 9.  Change of Control .

(a)       Change of Control .  For purposes of this Agreement, a “Change of Control” will be deemed to have taken place upon the occurrence of any of the following events:

(a)         The acquisition of more than 50% of the then outstanding voting securities of the Company, the REIT or STORE Holding Company, LLC (“ STORE Holdco ”) by any person, entity or affiliated group, excluding any employee benefit plan of the Company, any “Sponsor Member” or any “Affiliate” of a Sponsor Member (as such terms are defined in the Limited Liability Company Agreement, dated as of May 17, 2011 of STORE Holdco, as amended or supplemented from time to time (the “ LLC Agreement ”));

(b)         The consummation of any merger or consolidation of the Company, the REIT or STORE Holdco into another company, such that the holders of the voting securities of the Company, the REIT or STORE Holdco immediately prior to such merger or consolidation are less than 50% of the combined voting power of the securities of the surviving company or the parent of such surviving company;

(c)         The complete liquidation of the Company, the REIT or STORE Holdco or the sale or disposition of all or substantially all of the Company’s, the REIT’s or STORE Holdco’s assets, such that, after the transaction, the holders of the voting securities of the Company, the REIT or STORE Holdco immediately prior to the transaction hold less than 50% of the voting securities of the acquirer or the parent of the acquirer; or

(d)         The “Sponsor Directors” (as defined in the LLC Agreement) on the board of directors of STORE Holdco at the beginning of any consecutive 24 calendar month period commencing on or after the Effective Date (the “ Incumbent Members ”) cease for any reason other than death to constitute at least a majority of the members of such board; provided that any director whose election, or nomination for election by a Sponsor Member, was approved by a vote of at least a majority of the

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members of the board then still in office who were members of such board at the beginning of such 24 calendar month period, shall be deemed to be an Incumbent Member.  For the avoidance of doubt, if the applicable board is made up of an even number of directors, such majority shall mean fifty-one percent (51%) or more of the directors.

(b)       Certain Benefits Upon (or In Connection With) a Change of Control .  If, within six months and one day prior to or after a Change of Control, the Executive’s employment with the Company is terminated by the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive shall become 100% vested in any Unvested RSU Bonus Shares, such that all restrictions thereon shall lapse immediately upon such termination of employment.

Section 10.  Section 280G of the Code .  Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive ( i ) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and ( ii ) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount.  In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations.  For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered

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(within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Section 11.  Noncompetition; Nonsolicitation and Confidentiality .

(a)           Consideration .  All payments and benefits to the Executive under this Agreement shall be subject to the Executive’s compliance with subparagraphs (b), (c), (d) and (e) of this Section 11, during the Term and for the period of time following the Term specified in each such subparagraph.

(b)           Noncompetition .  During the Term and for a period of 12 months following the termination of the Executive’s employment (the “ Restricted Period ”), the Executive shall not, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to ( i ) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or ( ii ) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity ( x ) engaged in by the Company or any of its subsidiaries  prior to the date of the Executive’s termination of employment or ( y ) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment.  Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts.

Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a)

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to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment.  To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment.

(c)           Non-Solicitation of Employees .  During the Restricted Period, except in accordance with performance of his duties hereunder, the Executive shall not directly or indirectly induce any employee of the Company or any of its subsidiaries to terminate employment with that entity, and the Executive shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment to or otherwise interfere with the employment relationship of the Company or any of its subsidiaries with any person who is or was employed by the Company or such subsidiary unless, at the time of such employment, offer or other interference, such person shall have ceased to be employed by such entity for a period of at least six months; provided , that the foregoing will not apply to individuals solicited or hired as a result of the use of an independent employment agency (so long as the agency was not directed to solicit or hire a particular individual).

(d)           Non-Solicitation of Clients .  During the Restricted Period, the Executive shall not solicit or otherwise attempt to establish any business relationship with any Person that is, or during the 12-month period preceding the date of the Executive’s termination of employment with the Company was, a customer, client or distributor of the Company or any of its subsidiaries if the solicitation or establishment of the business relationship is in connection with or on behalf of any business that the Executive is precluded from providing services to pursuant to Section 11(b).

(e)           Confidentiality .  At any time during or after the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any confidential or proprietary information pertaining to the business of the Company or any of its subsidiaries (“ Confidential Information ”).  The Company acknowledges that, prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries and businesses in which the Company engages and the Company’s customers, and that the provisions of this Section 11 are not intended to restrict the Executive’s use of such previously acquired knowledge.  Upon termination of the Executive’s employment with the Company for any reason, the

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Executive shall return to the Company all Company property and all written Confidential Information in the possession of the Executive.  Notwithstanding anything in this Agreement or any other Company document to the contrary, the Executive shall be permitted, and the Company expressly acknowledges the Executive’s right, to divulge, disclose or make accessible to the Executive’s counsel any Confidential Information that, in the good faith judgment of the Executive (or his counsel), is necessary or appropriate in order for counsel to evaluate the Executive’s rights, duties or obligations under this Agreement or in connection with the Executive’s status as an officer and/or director of the Company or REIT.

In the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information to a third party (other than his counsel), the Executive agrees to ( a ) promptly notify the Company in writing of the existence, terms and circumstances surrounding such request or requirement; ( b ) consult with the Company, at the Company’s request, on the advisability of taking legally available steps to resist or narrow such request or requirement; and ( c ) assist the Company, at the Company’s request and expense, in seeking a protective order or other appropriate remedy.  In the event that such protective order or other remedy is not obtained or that the Company requests no consultation or assistance from the Executive pursuant to this provision or otherwise waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless such disclosure was caused by or resulted from a previous disclosure by the Executive not permitted by this Agreement.

(f)            Injunctive Relief with Respect to Covenants .  The Executive acknowledges and agrees that the covenants and obligations of the Executive with respect to noncompetition, nonsolicitation and confidentiality, as the case may be, set forth herein relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Company irreparable injury for which adequate remedies are not available at law.  Therefore, the Executive agrees, to the fullest extent permitted by applicable law, that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining the Executive from committing any violation of the covenants or obligations contained in this Section 11.  These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.  In connection with the foregoing provisions of this Section 11, the Executive represents that his economic means and circumstances are such that such provisions will not prevent him from providing for himself and his family on a basis satisfactory to him.

Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Activities.

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The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area.  The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court or arbitrator of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision may be modified by the court or arbitrator to permit its enforcement to the maximum extent permitted by law.

Section 12.  Intellectual Property .  During the Term, the Executive shall promptly disclose to the Company or any successor or assign, and grant to the Company and its successors and assigns without any separate remuneration or compensation other than that received by him in the course of his employment, his entire right, title and interest in and to any and all inventions, developments, discoveries, models, or any other intellectual property of any type or nature whatsoever developed solely during the Term (“ Intellectual Property ”), whether developed by him during or after business hours, or alone or in connection with others, that is in any way related to the business of the Company, its successors or assigns.  This provision shall not apply to books or articles authored by the Executive during non-work hours, consistent with his obligations under this Agreement, so long as such books or articles ( a ) are not funded in whole or in part by the Company, ( b ) do not interfere with the performance of the Executive’s duties under this Agreement, and ( c ) do not contain any Confidential Information or Intellectual Property of the Company.  The Executive agrees, at the Company’s expense, to take all steps necessary or proper to vest title to all such Intellectual Property in the Company, and cooperate fully and assist the Company in any litigation or other proceedings involving any such Intellectual Property.

Section 13.  Disputes.

(a)       Arbitration .  Excluding requests for equitable relief by the Company under Section 11(f), all controversies, claims or disputes arising between the parties that are not resolved within 60 days after written notice from one party to the other setting forth the nature of such controversy, claim or dispute shall be submitted to binding arbitration ( i ) in Maricopa County, Arizona, with respect to controversies, claims or disputes that relate solely to this Agreement, or ( ii ) in New York, New York, with respect to controversies, claims or disputes that relate to both this Agreement and the LLC Agreement.  Arbitration of disputes under this Agreement shall proceed in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, and arbitration of disputes under the LLC Agreement shall proceed in accordance with the Commercial Arbitration Rules, each as then in effect (together with the Employment Dispute Resolution Rules, the “ Rules ”), provided that both parties

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shall have the opportunity to conduct pre-arbitration discovery. The arbitration shall be decided by a single arbitrator mutually agreed upon by the parties or, in the absence of such agreement, by an arbitrator selected according to the applicable Rules.  In the event of a conflict between the Employment Dispute Resolution Rules and the Commercial Arbitration Rules in a dispute where both sets of Rules apply, the Commercial Arbitration Rules shall control.  Notwithstanding the foregoing, if either the Company or the Executive shall request, such mutually agreeable arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by the Executive, and the third selected by agreement of the first two arbitrators or, in the absence of such agreement, in accordance with the applicable Rules.

(b)       Jury Waiver .  Each party to this Agreement understands and expressly acknowledges that in agreeing to submit the disputes described in Section 13(a) to binding arbitration, he or it is knowingly and voluntarily waiving all rights to have such disputes heard and decided by the judicial process in any court in any jurisdiction.  This waiver includes, without limitation, the right otherwise enjoyed by such party to a jury trial.

(c)       Limitations Period .  All arbitration proceedings pursuant to this Agreement shall be commenced within the time period provided for by the legally recognized statute of limitations applicable to the claim being asserted.  No applicable limitations period shall be deemed shortened or extended by this Agreement.

(d)       Arbitrator’s Decision .  The arbitrator shall have the power to award any party any relief available to such party under applicable law, but may not exceed that power.  The arbitrator shall explain the reasons for the award and must produce a formal written opinion.  The arbitrator’s award shall be final and binding and judgment upon the award may be entered in any court of competent jurisdiction.  There shall be no appeal from the award except on those grounds specified by the Federal Arbitration Act and case law interpreting the Federal Arbitration Act.

(e)       Legal Fees .  Notwithstanding anything to the contrary in Section 13(d), the Company shall pay or promptly reimburse the Executive for the reasonable legal fees and expenses incurred by the Executive in successfully enforcing or defending any right of the Executive pursuant to this Agreement even if the Executive does not prevail on all issues; provided, however, the Company shall have no obligation to reimburse the Executive unless the amount recovered by the Executive from the Company is at least the greater of (x) $50,000 or (y) 25% of the award sought by the Executive in any arbitration or other legal proceeding.

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Section 14.  Indemnification .  The Company shall indemnify the Executive, to the maximum extent permitted by applicable law and the governing instruments of the Company, against all costs, charges and expenses incurred or sustained by the Executive, including the cost of legal counsel selected and retained by the Executive in connection with any action, suit or proceeding to which the Executive may be made a party by reason of the Executive being or having been an officer, director or employee of the Company.

Section 15.  Cooperation in Future Matters .  The Executive hereby agrees that for a period of 12 months following his termination of employment he shall cooperate with the Company’s reasonable requests relating to matters that pertain to the Executive’s employment by the Company, including, without limitation, providing information or limited consultation as to such matters, participating in legal proceedings, investigations or audits on behalf of the Company, or otherwise making himself reasonably available to the Company for other related purposes.  Any such cooperation shall be performed at scheduled times taking into consideration the Executive’s other commitments, and the Executive shall be compensated at a reasonable hourly or per diem rate to be agreed upon by the parties to the extent such cooperation is required on more than an occasional and limited basis.  The Executive shall not be required to perform such cooperation to the extent it conflicts with any requirements of exclusivity of services for another employer or otherwise, nor in any manner that in the good faith belief of the Executive would conflict with his rights under or ability to enforce this Agreement.

Section 16.  General .

(a)           Notices .  All notices and other communications hereunder shall be in writing or by written telecommunication, and shall be deemed to have been duly given if delivered personally or if sent by overnight courier or by certified mail, return receipt requested, postage prepaid or sent by written telecommunication or facsimile, to the relevant address set forth below, or to such other address as the recipient of such notice or communication shall have specified in writing to the other party hereto, in accordance with this Section 16(a).

to the Company:

to the Executive, at his last residence shown on the records of the Company.

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A copy of each notice provided by either party shall also be delivered to:

and

and

Any such notice shall be effective ( i ) if delivered personally, when received; ( ii ) if sent by overnight courier, when receipted for; and ( iii ) on confirmed receipt if sent by written telecommunication or facsimile; provided that a copy of such communication is sent by regular mail, as described above.

(b)           Severability .  If a court of competent jurisdiction finds or declares any provision of this Agreement invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired.

(c)           Waivers .  No delay or omission by either party hereto in exercising any right, power or privilege hereunder shall impair such right, power or privilege, nor shall any single or partial exercise of any such right, power or privilege preclude any further exercise thereof or the exercise of any other right, power or privilege.

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(d)           Counterparts .  This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e)           Assigns .  This Agreement shall be binding upon and inure to the benefit of the Company’s successors and the Executive’s personal or legal representatives, executors, administrators, heirs, distributees, devisees and legatees.  This Agreement shall not be assignable by the Executive, it being understood and agreed that this is a contract for the Executive’s personal services.  This Agreement shall not be assignable by the Company except that the Company shall assign it in connection with a transaction involving the succession by a third party to all or substantially all of the Company’s or the REIT’s business and/or assets (whether direct or indirect and whether by purchase, merger, consolidation, liquidation or otherwise).  When assigned to a successor, the assignee shall assume this Agreement and expressly agree to perform this Agreement in the same manner and to the same extent as the Company would be required to perform it in the absence of such an assignment.  For all purposes under this Agreement, the term “Company” or “REIT” shall include any successor to the Company’s or the REIT’s business and/or assets that executes and delivers the assumption agreement described in the immediately preceding sentence or that becomes bound by this Agreement by operation of law.

(f)            Entire Agreement .  This Agreement contains the entire understanding of the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.  For the avoidance of doubt, the parties hereto acknowledge that that certain Employment Agreement, dated as of May 17, 2011 (as amended, supplemented or modified from time to time), by and among the Company, the Guarantor and the Executive, and any rights, obligations and liabilities thereunder shall automatically be terminated upon the effectiveness of this Agreement.  This Agreement may not be amended except by a written instrument hereafter signed by the Executive and a duly authorized representative of the Company’s Board (other than the Executive).

(g)           Guarantee .  By executing this Agreement, the REIT hereby unconditionally guarantees all obligations of the Company under this Agreement.

(h)           Governing Law .  This Agreement and the performance hereof shall be construed and governed in accordance with the laws of the State of Arizona, without giving effect to principles of conflicts of law.

(i)            409A Compliance .  It is intended that this Agreement comply with Section 409A of the Code and the Treasury Regulations and IRS guidance thereunder (collectively referred to as “ Section 409A ”).  Notwithstanding anything to the contrary, this Agreement shall, to the maximum extent possible, be administered, interpreted and construed in a manner consistent with Section 409A.  To the extent that any reimbursement, fringe benefit or other, similar plan or arrangement in which the

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Executive participates during the Term or thereafter provides for a “deferral of compensation” within the meaning of Section 409A of the Code, ( a ) the amount of the benefit provided thereunder in a taxable year of the Executive shall not affect the amount of such benefit provided in any other taxable year of the Executive (except that a plan providing medical or health benefits may impose a generally applicable limit on the amount that may be reimbursed or paid), ( b ) any portion of such benefit provided in the form of a reimbursement shall be paid to the Executive on or before the last day of the Executive’s taxable year following the Executive’s taxable year in which the expense was incurred and ( c ) such benefit shall not be subject to liquidation or exchange for any other benefit.  For all purposes under this Agreement, reference to the Executive’s “termination of employment” (and corollary terms) from the Company shall be construed to refer to the Executive’s “separation from service” (as determined under Treas. Reg. Section 1.409A-1(h), as uniformly applied by the Company) from the Company.  If the Executive is a “specified employee” within the meaning of Section 409A, any payment required to be made to the Executive hereunder upon or following his or her date of termination for any reason other than death or “disability” (as such terms are used in Section 409A(a)(2) of the Code) shall, to the extent necessary to comply with, and avoid imposition on the Executive of any tax penalty imposed under Section 409A, be delayed and paid in a single lump sum during the ten day period following the six-month anniversary of the date of termination.

(j)            Construction .  The language used in this Agreement shall be deemed to be the language chosen by the parties to express their mutual intent, and no rule of strict construction shall be applied against any party.  The headings of sections of this Agreement are for convenience of reference only and shall not affect its meaning or construction.

(k)           Payments and Exercise of Rights After Death .  Any amounts payable hereunder after the Executive’s death shall be paid to the Executive’s designated beneficiary or beneficiaries, whether received as a designated beneficiary or by will or the laws of descent and distribution.  The Executive may designate a beneficiary or beneficiaries for all purposes of this Agreement, and may change at any time such designation, by notice to the Company making specific reference to this Agreement.  If no designated beneficiary survives the Executive or the Executive fails to designate a beneficiary for purposes of this Agreement prior to his death, all amounts thereafter due hereunder shall be paid, as and when payable, to his spouse, if she survives the Executive, and otherwise to his estate.

(l)            Consultation With Counsel .  The Executive acknowledges that, prior to the execution of this Agreement, he has had a full and complete opportunity to consult with counsel or other advisers of his own choosing concerning the terms, enforceability and implications of this Agreement, and that the Company has not made any representations or warranties to the Executive concerning the terms, enforceability and

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implications of this Agreement other than as are reflected in this Agreement.  The Company acknowledges that, following the execution of this Agreement, the Executive shall have the right to consult with counsel of his choosing (at the Executive’s personal expense) concerning the terms, enforceability and implications of this Agreement and the Executive’s rights, duties and obligations hereunder and as an officer and/or director of the Company or REIT and, in so doing, may divulge Confidential Information to his counsel.

(m)          Withholding .  Any payments provided for in this Agreement shall be paid after deduction for any applicable income tax withholding required under federal, state or local law.

(n)           No Mitigation of Damages .  Executive shall not be required to mitigate damages or the amount of any payment provided for under this Agreement by seeking other employment or otherwise after the termination of his employment hereunder.

(o)           Survival .  The provisions of Sections 8, 9, 10, 11, 12, 13, 14, 15 and 16 shall survive the termination of this Agreement.

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

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Exhibit 10.5

EXECUTION COPY

EMPLOYMENT AGREEMENT
AMONG
STORE CAPITAL CORPORATION, STORE CAPITAL ADVISORS, LLC AND MICHAEL T. BENNETT

This EMPLOYMENT AGREEMENT (the “ Agreement ”), dated as of November 21, 2014 (the “ Effective Date ”), is by and among STORE Capital Corporation, a Maryland corporation (the “ REIT ” or the “ Guarantor ”), STORE Capital Advisors, LLC, an Arizona limited liability company (the “ Company ”), and Michael T. Bennett (the “ Executive ”).

W I T N E S S E T H :

WHEREAS, the Company desires to secure the services of the Executive in the position set forth below, and the Executive desires to serve the Company in such capacity;

WHEREAS, the Company is a wholly owned subsidiary of the Guarantor with limited assets and the Guarantor desires to guaranty the obligations of the Company under this Agreement; and

WHEREAS, the Guarantor, the Company and the Executive desire to enter into this Agreement to, among other things, set forth the terms of such employment.

NOW, THEREFORE, in consideration of the future performance and responsibilities of the Executive and the Company and upon the other terms and conditions and mutual covenants hereinafter provided, the parties hereby agree as follows:

Section 1.  Employment .

(a)            Position .  The Executive shall be employed by the Company during the Term (defined below) as its Executive Vice President-General Counsel, Chief Compliance Officer, Secretary and Assistant Treasurer.

(b)            Duties .  The Executive’s principal employment duties and responsibilities shall be those duties and responsibilities customary for the positions of Executive Vice President-General Counsel, Chief Compliance Officer, Secretary and Assistant Treasurer and such other executive duties and responsibilities as the Chief Executive Officer shall from time to time reasonably assign to the Executive.  The Executive shall report directly to the Chief Executive Officer.

(c)            Extent of Services .  Except for illnesses and vacation periods, the Executive shall devote substantially all of his business time and attention and his best

efforts to the performance of his duties and responsibilities under this Agreement.  Notwithstanding the foregoing, the Executive ( i ) may make any investment, so long as he is not obligated or required to, and shall not in fact, devote any substantial managerial efforts with respect to such investment; ( ii ) may participate in charitable, academic or community activities, and in trade or professional organizations; or (iii) may hold directorships, or equity interests, in other businesses as permitted by the Board of Directors of the Company (the “ Board ”) (the activities in clauses (i) through (iii) above are collectively referred to herein as the “ Excluded Activities ”); provided that none of the Excluded Activities individually or in the aggregate interfere with the performance of the Executive’s duties under this Agreement.

Section 2.  Term .  This Agreement shall become effective on the Effective Date and, unless terminated earlier as provided herein, shall continue in full force and effect thereafter until the fourth anniversary of the Effective Date.  For purposes of this Agreement, “Term” shall mean the actual duration of the Executive’s employment hereunder, taking into account any early termination of employment pursuant to Section 7.

Section 3.  Base Salary .  The Company shall pay the Executive a base salary annually (the “ Base Salary ”), which shall be payable in periodic installments according to the Company’s normal payroll practices.  The initial Base Salary shall be $320,000.  The Executive’s Base Salary shall be considered annually by the Board, or a committee thereof, and may be increased at the discretion of the Board or such committee.  Any increase shall be retroactive to January 1 of the year in which such increase is approved.  The Base Salary, including any increases, shall not be decreased during the Term.  For purposes of this Agreement, the term “Base Salary” shall mean the amount established and adjusted from time to time pursuant to this Section 3.

Section 4.  Annual Incentive Bonus .  The Executive shall be eligible to receive an annual incentive bonus (the “ Target Bonus ”) for each fiscal year during the Term of this Agreement, based on satisfactory achievement of reasonable performance criteria and objectives (satisfaction of such criteria and objectives, “ Target Performance ”) to be adopted by the Board, as advised by the Compensation Committee of the Board (the “ Compensation Committee ”), in its sole discretion, after consultation with management, each year prior to or as soon as practicable after the commencement of such year, but in no event later than March 1 of the applicable performance year, and set forth in a written plan (the “ Annual Bonus Plan ”).  If (i) the Compensation Committee determines that Target Performance has been fully achieved with respect to a given performance year and (ii) the Executive is employed by the Company throughout the entirety of such year (January 1 through December 31), then the Executive shall be entitled to receive payment of the full Target Bonus.  If the Compensation Committee determines that Target Performance is not achieved with respect to the applicable performance year, then the

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Compensation Committee may determine whether any Target Bonus shall be payable to the Executive for such year.

The Target Bonus, if any, shall be paid to the Executive no later than 30 days after the date the Board, or the Compensation Committee, determines (i) whether or not Target Performance for such performance year has been achieved, and (ii) the amount of the actual bonus; provided that, except as may be set forth in the Annual Bonus Plan, in no event shall any Target Bonus payable be paid later than February 15 of the year following the year to which it relates.  For the avoidance of doubt, if the Executive was employed by the Company from January 1 through December 31 of a performance year, the Executive has met the employment criterion for Target Bonus eligibility for that year and need not be employed by the Company thereafter, including at the time the Target Bonus, if any, is determined or paid for that performance year, in order to receive payment of any Target Bonus amount the Executive would otherwise be entitled to receive.

Section 5.  Other Equity Grants .  The Executive shall be eligible to receive such equity awards (in addition to any awards payable in respect of the Executive’s Target Bonus under Section 4), if any, as determined by the Board under any equity incentive plan(s) established by the Company or any of its affiliates.

Section 6.  Benefits .

(a)            Vacation .  The Executive shall be entitled to four weeks of vacation each full calendar year in accordance with the Company’s policies and procedures related to vacation time as are in effect from time to time.

(b)            Sick and Personal Days .  The Executive shall be entitled to sick and personal days on an as needed basis in accordance with the Company’s policies, procedures and limits related to sick and personal time as are in effect from time to time.

(c)            Employee Benefit Plans .  During the Term, the Executive (and, where applicable, his spouse and eligible dependents, if any, and their respective designated beneficiaries) shall be eligible to participate in and receive the benefit of each employee benefit plan sponsored or maintained by the Company and generally made available to other senior executives of the Company, subject to the generally applicable provisions thereof.  Nothing in this Agreement shall in any way limit the Company’s right to amend or terminate any such plan in its discretion, so long as any such amendment does not impair the rights of the Executive without treating similarly situated executives in a similar fashion.

(d)                        Other Benefits.

(i)             Disability Insurance .  The Company shall pay the cost of maintaining a supplemental, long-term disability policy on behalf of the

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Executive, provided that the cost of such policy (to the Company) shall not exceed $11,000 per year , or such additional amount as may be subsequently approved by the Board or a committee thereof.

(ii)            Annual Physical .  The Company shall provide, at its cost, a medical examination for the Executive on an annual basis by a licensed physician in the Scottsdale or Phoenix, Arizona area selected by the Executive; provided that the expense for such annual physical shall not exceed $1,500 per year or such additional amount as may be subsequently approved by the Board or a committee thereof.

(iii)           Club Dues .  The Company shall pay or reimburse the Executive for the monthly membership dues actually incurred by the Executive for one fitness or country club membership maintained by the Executive; provided that the payable or reimbursable amount shall not exceed $700 per month or such additional amount as may be subsequently approved by the Board or a committee thereof.  For the avoidance of doubt, except as specifically provided for above, the Company shall not pay or reimburse the Executive for any other expenses associated with such club membership (including, but not limited to, any initiation fees and personal expenditures at such club).

Section 7.  Termination .  The employment of the Executive by the Company pursuant to this Agreement shall terminate:

(a)            Death or Disability .  Immediately upon death or Disability of the Executive.  As used in this Agreement, “ Disability ” means a physical or mental impairment that substantially limits the Executive’s ability to perform his duties under this Agreement and that results in the Executive’s receipt of long-term disability benefits under the Company’s long-term disability plan.

(b)            For Cause .  At the election of the Company and subject to the provisions of this Section 7(b), immediately upon written notice by the Company to the Executive of his termination for Cause, with such notice to specify, with particularity, each basis for the Company’s determination that Cause exists.  For purposes of this Agreement, “Cause” means Executive’s ( i ) refusal or neglect, in the reasonable judgment of the Board, to perform substantially all his employment-related duties, which refusal or neglect is not cured within 20 days of receipt of written notice from the Company, ( ii ) willful misconduct, ( iii ) personal dishonesty, incompetence or breach of fiduciary duty which, in any case, has a material adverse impact on the business or reputation of the Company or any of its affiliates, as determined in the Board’s reasonable discretion, ( iv ) conviction of or entering a plea of guilty or nolo contendere (or any applicable equivalent thereof) to a crime constituting a felony (or a crime or offense of equivalent

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magnitude in any jurisdiction); (v) willful violation of any federal, state or local law, rule, or regulation that has a material adverse impact on the business or reputation of the Company or any of its affiliates, as determined in the Board’s reasonable discretion; or ( v i) material breach of any covenant contained in Sections 11(b) through 11(e) of this Agreement.

(c)            For Good Reason .  At the election of the Executive, for Good Reason.  For purposes of this Agreement, “Good Reason” shall mean a termination of employment by the Executive on account of the occurrence of any of the following actions or omissions, without the Executive’s written consent:

(i)             A material reduction of, or other material adverse change in, the Executive’s duties, titles, responsibilities or reporting requirements, or the assignment to the Executive of any duties, responsibilities or reporting requirements that are materially inconsistent with his position;

(ii)            A reduction by the Company in the Executive’s annual Base Salary or Target Bonus amount;

(iii)           (x) the requirement by the Company that the primary location at which the Executive performs his duties (“Principal Place of Employment”) be changed to a location that is outside of a 35-mile radius of Scottsdale, Arizona, or (y) a substantial increase in the amount of travel that the Executive is required to do because of a relocation of the Company’s headquarters from Scottsdale, Arizona.  The parties acknowledge that, for these purposes, Executive’s Principal Place of Employment shall be Scottsdale, Arizona;

(iv)           A material breach by the Company of any provision of this Agreement not otherwise specified in this Section 7(c); it being agreed and understood that any breach of the Company’s obligations under Section 6(d) shall not constitute a material breach of this Agreement and the Executive’s sole remedy for any breach of such Section 6(d) shall be monetary damages; and

(v)            Any failure by the Company, in the event of a Change of Control (as hereinafter defined), to obtain from any successor to the Company an agreement to assume and perform this Agreement, as contemplated by Section 16(e), which has not been cured within 20 days after written notice of the failure has been given by the Executive to the Company.

Notwithstanding the foregoing, termination for Good Reason shall not be effective until ( x ) the Executive provides the Company with written notice

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specifying, with particularity, each basis for the Executive’s determination that Good Reason exists and ( y ) the Company fails to cure or resolve the issues identified by the Executive’s notice within 20 days of receipt of such notice.  The Company and the Executive agree that such 20-day period shall be utilized to engage in discussions in a good faith effort to cure or resolve the behavior otherwise constituting Good Reason, and that the Executive will not be considered to have resigned from employment during the 20-day period.

(d)            Without Cause; Without Good Reason .  At the election of the Company, without Cause, upon 30 days’ prior written notice to the Executive, or at the election of the Executive, without Good Reason, upon 120 days’ prior written notice to the Company.  For the avoidance of doubt, the exercise of the Company’s right to not extend the Term shall neither constitute a termination at the election of the Company without Cause nor a basis for the Executive to terminate his employment for Good Reason.

Section 8.  Effects of Termination .

(a)            Termination By the Company Without Cause or By the Executive for Good Reason .

(i)             By the Company Without Cause .  If the employment of the Executive should be terminated by the Company for any reason other than Cause, death or Disability, then the Company shall pay compensation and benefits for the Executive as follows:

(A)           any and all Base Salary, Target Bonus and any other compensation-related payments that have been earned, including pay in lieu of accrued, but unused, vacation, and unreimbursed expenses that are owed as of the date of his termination of employment that are related to any period of employment preceding his termination date (the “Accrued Obligations”).  Any Target Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4.  Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement.  All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy;

(B)           the cash portion of the Target Bonus (the “ Target Cash Bonus ”) for which the Executive is eligible for the year in which the termination of employment occurs, prorated for the portion of such year

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during which the Executive was employed by the Company prior to the effective date of his termination of employment;

(C)           an amount equal to one and one-half times the sum of ( i ) the Executive’s Base Salary in effect on the date of termination, plus ( ii ) an amount equal to the Target Cash Bonus for which the Executive was eligible during the last completed fiscal year, regardless of whether the Executive actually received such Target Cash Bonus for that year (the sum of the amounts payable under clauses (B) and (C) hereof constituting the “ Severance Payment ”);

(D)           any and all outstanding unvested shares of restricted common stock of the REIT that had been awarded to Executive in respect of any equity portion of the Target Bonus (the “ Unvested RSU Bonus Shares ”) shall immediately vest and any restrictions thereon shall lapse immediately upon such termination of employment;

(E)            subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment within 60 days following the effective date of the Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Internal Revenue Code of 1986, as amended (the “ Code ”), six months following the effective date of such termination; and

(F)            to the extent to which the Executive is eligible for and elects to receive continued coverage for himself and, if applicable, his eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (or, if less, for the period that the Executive is eligible for such COBRA continuation coverage), the Company shall pay for or reimburse the Executive on a monthly basis for the excess of ( x ) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over ( y ) the amount that the Executive would have paid monthly to participate in the Company’s medical and health benefits plans had he continued to be an employee of the Company.

(ii)            By the Executive for Good Reason .  If the employment of the Executive should be terminated by reason of termination by the Executive for Good Reason, then the Company shall pay compensation and benefits for the Executive as follows:

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(A)           the Accrued Obligations.  Any Target Bonus that is part of the Accrued Obligations shall be paid at the time provided for in Section 4.  Any Accrued Obligations that are deferred compensation shall be payable in accordance with the terms and conditions of the applicable plan, program or arrangement.  All other Accrued Obligations shall be paid within 30 days of the date of termination, or, if earlier, not later than the time required by applicable law; provided that payment in respect of any unpaid expenses shall be subject to submission of substantiation of such expenses in accordance with the Company’s applicable expense policy;

(B)           the Severance Payment;

(C)           subject to the provisions of Section 8(e), the Severance Payment shall be made in a single, lump sum cash payment within 60 days following the effective date of the Executive’s termination of employment, or, if at the effective date of such termination, the Executive is a specified employee within the meaning of Section 409A(a)(2)(B) of the Code, six months following the effective date of such termination; and

(D)           to the extent to which the Executive is eligible for and elects to receive continued coverage for himself and, if applicable, his eligible dependents under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA, for a period of 12 months following termination of the Executive’s employment (or, if less, for the period that the Executive is eligible for such COBRA continuation coverage), the Company shall pay for or reimburse the Executive on a monthly basis for the excess of ( x ) the amount that the Executive is required to pay monthly to maintain such continued coverage under COBRA over ( y ) the amount that the Executive would have paid monthly to participate in the Company’s medical and health benefits plans had he continued to be an employee of the Company.

(b)            Termination on Death or Disability .  Upon a termination of employment due to the Executive’s death or Disability, the Company shall have no further liability or further obligation to the Executive except that the Executive (or, if applicable, his estate or designated beneficiaries under any Company-sponsored employee benefit plan in the event of his death) shall be entitled to receive:

(i)             the Accrued Obligations, at the times provided in Section 8(a)(i);

(ii)            within 30 days after such termination of employment, an amount equal to the Executive’s Target Cash Bonus for the year in which the Executive’s death or Disability occurs, but prorated for the portion of the year during which the Executive was employed prior to his death or termination of employment due

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to Disability, and subtracting out all Target Bonus payments related to that performance year received by the Executive during such year;

(iii)           immediate vesting of any and all outstanding Unvested RSU Bonus Shares, such that all restrictions thereon shall lapse immediately upon such termination of employment; and

(iv)           to the extent to which the Executive is eligible for and elects to receive continued coverage under the Company’s medical and health benefits plan(s) in accordance with the provisions of COBRA for himself and, if applicable, his eligible dependents, or his eligible dependents are eligible for such continued coverage due to the Executive’s death, then for a period of 18 months following the Executive’s termination of employment (or, if less, for the period that the Executive or any such dependent is eligible for such COBRA continuation coverage), the Company shall pay for or reimburse the Executive or such dependents on a monthly basis for the excess of (x) the amount that the Executive or any such dependent is required to pay monthly to maintain such continued coverage under COBRA over (y) the amount that the Executive would have paid monthly to participate in the Company’s medical and health benefits plans had he continued to be an employee of the Company.

(c)            By the Company for Cause or By the Executive Without Good Reason .  In the event that the Executive’s employment is terminated ( i ) by the Company for Cause or ( ii ) voluntarily by the Executive without Good Reason, the Company’s sole obligation shall be to pay the Executive the Accrued Obligations at the times provided in Section 8(a)(i).

(d)            Termination of Authority .  Immediately upon the Executive terminating or being terminated from his employment with the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive will stop serving the functions of his terminated or expired positions, and shall be without any of the authority or responsibility for such positions.  On request of the Board at any time following his termination of employment for any reason, the Executive shall resign from the Board if then a member and shall execute such documentation as the Company shall reasonably request to evidence the cessation of his terminated or expired positions.

(e)            Release .  Prior to the payment by the Company of any of the Executive’s Severance Payment, and in no event later than 50 days following the effective date of Executive’s termination, the Executive shall, as a condition to receipt of such Severance Payment, deliver to the Company (and shall not have revoked) a mutually acceptable release agreement with respect to all potential claims the Executive may have against the Company related to the Executive’s employment with the Company prior to the date of payment by the Company of the Executive’s Severance Payment.  The Company shall be responsible for providing a proposed form of release within 10 business days of the date

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of termination of employment, and the Executive shall have 21 calendar days (or such other time as may be required by law) in which to consider, execute and return the release to the Company.  If the Company does not timely provide a proposed form of release, the requirement that the Executive sign a release shall be deemed waived by the Company.  If the Company timely provides a proposed form of release and the Executive does not timely execute and return it, or revokes such release after delivery, the Company shall not be required to pay the Executive all or any portion of the Severance Payment.

Section 9.  Change of Control .

(a)        Change of Control .  For purposes of this Agreement, a “Change of Control” will be deemed to have taken place upon the occurrence of any of the following events:

(a)          The acquisition of more than 50% of the then outstanding voting securities of the Company, the REIT or STORE Holding Company, LLC (“ STORE Holdco ”) by any person, entity or affiliated group, excluding any employee benefit plan of the Company, any “Sponsor Member” or any “Affiliate” of a Sponsor Member (as such terms are defined in the Limited Liability Company Agreement, dated as of May 17, 2011 of STORE Holdco, as amended or supplemented from time to time (the “ LLC Agreement ”));

(b)          The consummation of any merger or consolidation of the Company, the REIT or STORE Holdco into another company, such that the holders of the voting securities of the Company, the REIT or STORE Holdco immediately prior to such merger or consolidation are less than 50% of the combined voting power of the securities of the surviving company or the parent of such surviving company;

(c)          The complete liquidation of the Company, the REIT or STORE Holdco or the sale or disposition of all or substantially all of the Company’s, the REIT’s or STORE Holdco’s assets, such that, after the transaction, the holders of the voting securities of the Company, the REIT or STORE Holdco immediately prior to the transaction hold less than 50% of the voting securities of the acquirer or the parent of the acquirer; or

(d)          The “Sponsor Directors” (as defined in the LLC Agreement) on the board of directors of STORE Holdco at the beginning of any consecutive 24 calendar month period commencing on or after the Effective Date (the “ Incumbent Members ”) cease for any reason other than death to constitute at least a majority of the members of such board; provided that any director whose election, or nomination for election by a Sponsor Member, was approved by a vote of at least a majority of the

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members of the board then still in office who were members of such board at the beginning of such 24 calendar month period, shall be deemed to be an Incumbent Member.  For the avoidance of doubt, if the applicable board is made up of an even number of directors, such majority shall mean fifty-one percent (51%) or more of the directors.

(b)        Certain Benefits Upon (or In Connection With) a Change of Control .  If, within six months and one day prior to or after a Change of Control, the Executive’s employment with the Company is terminated by the Company for any reason, notwithstanding anything else appearing in this Agreement or otherwise, the Executive shall become 100% vested in any Unvested RSU Bonus Shares, such that all restrictions thereon shall lapse immediately upon such termination of employment.

Section 10.  Section 280G of the Code .  Notwithstanding anything contained in this Agreement to the contrary, if the Executive would receive ( i ) any payment, deemed payment or other benefit as a result of the operation of Section 8 or 9 hereof that, together with any other payment, deemed payment or other benefit the Executive may receive under any other plan, program, policy or arrangement (collectively with the payments under Section 8 and 9 hereof, the “Covered Payments”), would constitute an “excess parachute payment” under section 280G of the Code that would be or become subject to the tax (the “Excise Tax”) imposed under Section 4999 of the Code or any similar tax that may hereafter be imposed, and ( ii ) a greater net after-tax benefit by limiting the Covered Payments so that the portion thereof that are parachute payments do not exceed the maximum amount of such parachute payments that could be paid to the Employee without Employee’s being subject to any Excise Tax (the “Safe Harbor Amount”), then the Covered Payments to the Executive shall be reduced (but not below zero) so that the aggregate amount of parachute payments that the Executive receives does not exceed the Safe Harbor Amount.  In the event that the Executive receives reduced payments and benefits hereunder, such payments and benefits shall be reduced in connection with the application of the Safe Harbor Amount in the following manner: first, the Executive’s Severance Payment shall be reduced, followed by, to the extent necessary and in order, (i) the Target Cash Bonus; (ii) any the continuation of medical benefits, (iii) the Unvested RSU Bonus Shares and (iv) the Accrued Obligations.  For purposes of determining whether any of the Covered Payments will be subject to the Excise Tax, such Covered Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless, and except to the extent that, in the good faith judgment of a public accounting firm appointed by the Company prior to the Change in Control or tax counsel selected by such accounting firm (the “Accountants”), the Company has a reasonable basis to conclude that such Covered Payments (in whole or in part) either do not constitute “parachute payments” or represent reasonable compensation for personal services actually rendered

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(within the meaning of Section 280G(b)(4)(B) of the Code) in excess of the allocable portion of the “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax, and the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code.

Section 11.  Noncompetition; Nonsolicitation and Confidentiality .

(a)            Consideration .  All payments and benefits to the Executive under this Agreement shall be subject to the Executive’s compliance with subparagraphs (b), (c), (d) and (e) of this Section 11, during the Term and for the period of time following the Term specified in each such subparagraph.

(b)            Noncompetition .  During the Term and for a period of 12 months following the termination of the Executive’s employment (the “ Restricted Period ”), the Executive shall not, anywhere in the United States, directly or indirectly, whether as a principal, partner, member, employee, independent contractor, consultant, shareholder or otherwise, provide services to ( i ) any entity (or any division, unit or other segment of any entity) whose principal business is to originate, or provide management services in connection with the origination of, mortgage loans to, or the purchase of real estate from, and the lease of such real estate back to, the owners and/or operators of, single-tenant retail, distribution, storage, industrial or service companies in the United States, including but not limited to automotive dealers, automotive parts and services stores, bank branches, convenience stores, car washes, department stores, discount stores, drug stores, universities/other education campuses, health clubs/gyms, travel plazas, movie theatres, restaurants, medical facilities and supermarkets, or ( ii ) any other business or in respect of any other endeavor that is competitive with or similar to any other business activity ( x ) engaged in by the Company or any of its subsidiaries prior to the date of the Executive’s termination of employment or ( y ) that has been submitted to the Board (or a committee thereof) for consideration and that is under active consideration by the Board (or a committee thereof) as of the date of the Executive’s termination of employment.  Nothing in this Section 11 shall prohibit the Executive from making any passive investment in a public company, from owning 5% or less of the issued and outstanding voting securities of any entity, or from serving as a non-employee, independent director of a company that does not compete with the Company or any of its affiliates (as described in this Section 11(b)), provided that such activities do not create a conflict of interest with Executive’s employment by the Company or result in the Executive being obligated or required to devote any managerial efforts.

Notwithstanding anything in this Section 11(b) to the contrary, if (i) the Executive’s employment is terminated under circumstances that the Company asserts do not obligate the Company to make the Severance Payment described in Section 8(a) (e.g., the Company asserts that the Executive’s employment is terminated for Cause), (ii) the Executive disagrees and timely invokes the arbitration process set forth in Section 13(a)

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to challenge such assertion, and (iii) the Company does not, within 10 business days after it receives the Executive’s written demand for arbitration either make the Severance Payment, confirm in writing that it will make the Severance Payment if the Severance Payment is not yet due, or deposit the full amount of the Severance Payment in escrow with a third party unaffiliated bank pending the outcome of the arbitration, then this Section 11(b) shall cease to apply to the Executive, and such cessation shall be retroactive to the date of termination of employment.  To effectuate the purpose of this provision, the Company will, within 10 business days of the termination of Executive’s employment, regardless of who initiates such termination or the reason for it, provide the Executive with a written statement of the Company’s position regarding whether the Company is obligated to make the Severance Payment.

(c)            Non-Solicitation of Employees .  During the Restricted Period, except in accordance with performance of his duties hereunder, the Executive shall not directly or indirectly induce any employee of the Company or any of its subsidiaries to terminate employment with that entity, and the Executive shall not directly or indirectly, either individually or as owner, agent, employee, consultant or otherwise, employ, offer employment to or otherwise interfere with the employment relationship of the Company or any of its subsidiaries with any person who is or was employed by the Company or such subsidiary unless, at the time of such employment, offer or other interference, such person shall have ceased to be employed by such entity for a period of at least six months; provided , that the foregoing will not apply to individuals solicited or hired as a result of the use of an independent employment agency (so long as the agency was not directed to solicit or hire a particular individual).

(d)            Non-Solicitation of Clients .  During the Restricted Period, the Executive shall not solicit or otherwise attempt to establish any business relationship with any Person that is, or during the 12-month period preceding the date of the Executive’s termination of employment with the Company was, a customer, client or distributor of the Company or any of its subsidiaries if the solicitation or establishment of the business relationship is in connection with or on behalf of any business that the Executive is precluded from providing services to pursuant to Section 11(b).

(e)            Confidentiality .  At any time during or after the Executive’s employment with the Company, the Executive shall not, without the prior written consent of the Company, use, divulge, disclose or make accessible to any other person, firm, partnership, corporation or other entity any confidential or proprietary information pertaining to the business of the Company or any of its subsidiaries (“ Confidential Information ”).  The Company acknowledges that, prior to his employment with the Company, the Executive has lawfully acquired extensive knowledge of the industries and businesses in which the Company engages and the Company’s customers, and that the provisions of this Section 11 are not intended to restrict the Executive’s use of such previously acquired knowledge.  Upon termination of the Executive’s employment with the Company for any reason, the

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Executive shall return to the Company all Company property and all written Confidential Information in the possession of the Executive.  Notwithstanding anything in this Agreement or any other Company document to the contrary, the Executive shall be permitted, and the Company expressly acknowledges the Executive’s right, to divulge, disclose or make accessible to the Executive’s counsel any Confidential Information that, in the good faith judgment of the Executive (or his counsel), is necessary or appropriate in order for counsel to evaluate the Executive’s rights, duties or obligations under this Agreement or in connection with the Executive’s status as an officer and/or director of the Company or REIT.

In the event that the Executive receives a request or is required (by deposition, interrogatory, request for documents, subpoena, civil investigative demand or similar process) to disclose all or any part of the Confidential Information to a third party (other than his counsel), the Executive agrees to ( a ) promptly notify the Company in writing of the existence, terms and circumstances surrounding such request or requirement; ( b ) consult with the Company, at the Company’s request, on the advisability of taking legally available steps to resist or narrow such request or requirement; and ( c ) assist the Company, at the Company’s request and expense, in seeking a protective order or other appropriate remedy.  In the event that such protective order or other remedy is not obtained or that the Company requests no consultation or assistance from the Executive pursuant to this provision or otherwise waives compliance with the provisions hereof, the Executive shall not be liable for such disclosure unless such disclosure was caused by or resulted from a previous disclosure by the Executive not permitted by this Agreement.

(f)             Injunctive Relief with Respect to Covenants .  The Executive acknowledges and agrees that the covenants and obligations of the Executive with respect to noncompetition, nonsolicitation and confidentiality, as the case may be, set forth herein relate to special, unique and extraordinary matters and that a violation or threatened violation of any of the terms of such covenants or obligations will cause the Company irreparable injury for which adequate remedies are not available at law.  Therefore, the Executive agrees, to the fullest extent permitted by applicable law, that the Company shall be entitled to an injunction, restraining order or such other equitable relief (without the requirement to post bond) restraining the Executive from committing any violation of the covenants or obligations contained in this Section 11.  These injunctive remedies are cumulative and are in addition to any other rights and remedies the Company may have at law or in equity.  In connection with the foregoing provisions of this Section 11, the Executive represents that his economic means and circumstances are such that such provisions will not prevent him from providing for himself and his family on a basis satisfactory to him.

Nothing in this Section 11 shall impede, restrict or otherwise interfere with the Executive’s management and operation of the Excluded Activities.

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The Executive agrees that the restraints imposed upon him pursuant to this Section 11 are necessary for the reasonable and proper protection of the Company and its subsidiaries and affiliates, and that each and every one of the restraints is reasonable in respect to subject matter, length of time and geographic area.  The parties further agree that, in the event that any provision of this Section 11 shall be determined by any court or arbitrator of competent jurisdiction to be unenforceable by reason of its being extended over too great a time, too large a geographic area or too great a range of activities, such provision may be modified by the court or arbitrator to permit its enforcement to the maximum extent permitted by law.

Section 12.  Intellectual Property .  During the Term, the Executive shall promptly disclose to the Company or any successor or assign, and grant to the Company and its successors and assigns without any separate remuneration or compensation other than that received by him in the course of his employment, his entire right, title and interest in and to any and all inventions, developments, discoveries, models, or any other intellectual property of any type or nature whatsoever developed solely during the Term (“ Intellectual Property ”), whether developed by him during or after business hours, or alone or in connection with others, that is in any way related to the business of the Company, its successors or assigns.  This provision shall not apply to books or articles authored by the Executive during non-work hours, consistent with his obligations under this Agreement, so long as such books or articles ( a ) are not funded in whole or in part by the Company, ( b ) do not interfere with the performance of the Executive’s duties under this Agreement, and ( c ) do not contain any Confidential Information or Intellectual Property of the Company.  The Executive agrees, at the Company’s expense, to take all steps necessary or proper to vest title to all such Intellectual Property in the Company, and cooperate fully and assist the Company in any litigation or other proceedings involving any such Intellectual Property.

Section 13.  Disputes.

(a)        Arbitration .  Excluding requests for equitable relief by the Company under Section 11(f), all controversies, claims or disputes arising between the parties that are not resolved within 60 days after written notice from one party to the other setting forth the nature of such controversy, claim or dispute shall be submitted to binding arbitration ( i ) in Maricopa County, Arizona, with respect to controversies, claims or disputes that relate solely to this Agreement, or ( ii ) in New York, New York, with respect to controversies, claims or disputes that relate to both this Agreement and the LLC Agreement.  Arbitration of disputes under this Agreement shall proceed in accordance with the Employment Dispute Resolution Rules of the American Arbitration Association, and arbitration of disputes under the LLC Agreement shall proceed in accordance with the Commercial Arbitration Rules, each as then in effect (together with the Employment Dispute Resolution Rules, the “ Rules ”), provided that both parties

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shall have the opportunity to conduct pre-arbitration discovery. The arbitration shall be decided by a single arbitrator mutually agreed upon by the parties or, in the absence of such agreement, by an arbitrator selected according to the applicable Rules.  In the event of a conflict between the Employment Dispute Resolution Rules and the Commercial Arbitration Rules in a dispute where both sets of Rules apply, the Commercial Arbitration Rules shall control.  Notwithstanding the foregoing, if either the Company or the Executive shall request, such mutually agreeable arbitration shall be conducted by a panel of three arbitrators, one selected by the Company, one selected by the Executive, and the third selected by agreement of the first two arbitrators or, in the absence of such agreement, in accordance with the applicable Rules.

(b)        Jury Waiver .  Each party to this Agreement understands and expressly acknowledges that in agreeing to submit the disputes described in Section 13(a) to binding arbitration, he or it is knowingly and voluntarily waiving all rights to have such disputes heard and decided by the judicial process in any court in any jurisdiction.  This waiver includes, without limitation, the right otherwise enjoyed by such party to a jury trial.