Exhibit 10.1

BOARD OBSERVER AGREEMENT

This Board Observer Agreement (this “Agreement”), dated as of June 30, 2020, is made by and between New York REIT Liquidating LLC, a Delaware limited liability company (the “Company”), and Joseph Moinian (“Mr. Moinian”).

RECITALS

WHEREAS, the Company is appointing Mr. Moinian to attend, in a non-voting observer capacity, meetings of the board of managers of the Company (the “Board”); and

WHEREAS, in connection with Mr. Moinian’s appointment, the parties hereto have agreed to certain other matters, as provided in this Agreement;

NOW, THEREFORE, in consideration of the premises and the covenants made herein and the mutual benefits to be derived herefrom, the parties agree as follows:

Section 1.1. Appointment of Board Observer.

(a) Subject to the terms and conditions set forth in this Agreement, the Company hereby appoints Mr. Moinian to attend, in a non-voting observer capacity, all meetings of the Board, for a term of one year, which shall renew automatically for successive one-year terms unless either party provides the other written notice of its intent not to renew this Agreement at least 30 days prior to the end of the then-current term, or until Mr. Moinian’s earlier death or resignation. Mr. Moinian shall have the right to be heard at any such meeting, but in no event shall he: (i) be deemed to be a member of the Board, (ii) have the right to vote on any matter under consideration by the Board or otherwise have any power to cause the Company to take, or not to take, any action or (iii) have, or be deemed to have, or otherwise be subject to, any fiduciary duties to the Company or its unitholders applicable to the managers of the Company. For the avoidance of doubt, Mr. Moinian’s presence shall not be necessary to establish a quorum at any meeting of the Board.

(b) For so long as Mr. Moinian serves as a Board observer, subject to Section 1.1(c) below, he shall be provided copies of all notices, minutes, consents, and other written materials that are provided to its managers at substantially the same time and in substantially the same manner as such materials are delivered to the Company’s managers in their roles as members of the Board.

(c) Notwithstanding the foregoing, the Company may withhold any information and exclude Mr. Moinian from any meeting (or portion thereof) if the Board determines that (i) access to such information or attendance at such meeting (or portion thereof) could adversely affect the attorney-client privilege between the Company and its counsel, (ii) access to such information or attendance at such meeting could result in an actual or potential conflict between the Company and Mr. Moinian or his affiliates, including if the Board or any Board committee plans to discuss (x) non-public, tenant-level information relating to Worldwide Plaza (“WWP”) or (y) non-public information relating to the sale of WWP or the Company’s ownership interst in WWP, or (iii) such exclusion from information or attendance is necessary or advisable (on the advice of the counsel) to satisfy Board members’ fiduciary duties as managers of the Company to all holders of the Company’s units.    

Section 1.2. Confidential Treatment of Company Confidential Information.

(a) Confidential Information. Except as otherwise provided in this Agreement, Mr. Moinian agrees to hold in strict confidence all non-public, proprietary or confidential information (written, oral, electronic or otherwise) of the Company or its affiliates that is disclosed to him by or on behalf of the Company (collectively, “Confidential Information”). Without the prior written consent of the Board, Mr. Moinian will not, directly or indirectly, use (other than to provide advice to the Board) or disclose any Confidential Information to any other person or entity. “Confidential Information” does not include information (i) that is or becomes available to the public other than as a result of an act or omission by Mr. Moinian or one of his affiliates, (ii) that Mr. Moinian receives or has received on a non-confidential basis from a source who is not, to Mr. Moinian’s knowledge, subject to a contractual, legal, fiduciary or other obligation of confidentiality with respect to such information or (iii) that Mr. Moinian or one of his affiliates or representatives develops independently of and without any reference to any Confidential Information disclosed to Mr. Moinian. Mr. Moinian understands and agrees that, by virtue of this Agreement or receiving Confidential Information, he shall not obtain any title to, or any other ownership interest in, any Confidential Information. The Company acknowledges and agrees that nothing in this Agreement (including Section 1.2(a)) shall limit, restrict or prohibit Mr. Moinian from participating in any sale of, submitting an offer or bid for, or otherwise seeking to acquire, the Company’s ownership interest in WWP.

(b) Disclosure of Confidential Information. In the event that Mr. Moinian is requested or required, in connection with any proceeding by or before a governmental authority, to disclose any Confidential Information, he will give the Company prompt written notice of such request or requirement so that the Company may seek, at its sole expense, an appropriate order or other remedy protecting the Confidential Information from disclosure, and Mr. Moinian will reasonably cooperate with the Company to obtain such protective order or other remedy. In the event that a protective order or other remedy is not obtained or the Company waives its right to seek such an order or other remedy, Mr. Moinian may, without liability under this Agreement, furnish only that portion of the Confidential Information which, on the advice of counsel, Mr. Moinian is legally required to disclose in connection with such proceeding; provided that Mr. Moinian gives the Company written notice of the information to be disclosed as far in advance of its disclosure as practicable and use commercially reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

(c) Return or Destruction of Confidential Information. At such time as Mr. Moinian is no longer a Board observer, Mr. Moinian will promptly: (i) return to the Company (or destroy) all physical materials containing or consisting of Confidential Information and all hard copies thereof and (ii) destroy all electronically stored Confidential Information in Mr. Moinian’s possession or control. Mr. Moinian will be permitted to retain one copy of the Confidential Information for regulatory or compliance purposes and electronic copies of Confidential Information automatically generated through back-up and/or archiving systems. Any Confidential Information that is not returned or destroyed, including any oral Confidential Information, and all notes, analyses, compilations, studies or other documents prepared by or for the benefit of Mr. Moinian from such information, will remain subject to the obligations set forth in this Section 1.2 for so long as such Confidential Information is retained.

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Section 1.3. Specific Performance; Governing Law. The parties acknowledge and agree that if for any reason any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, immediate and irreparable harm or injury would be caused for which money damages would not be an adequate remedy. Accordingly, each party agrees that in addition to other remedies the other party shall be entitled to at law or equity, the other party shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions of this Agreement exclusively in the Court of Chancery of the State of Delaware or, if just court declines jurisdiction, the federal courts of the State of Delaware or, if such courts decline jusrisdiction, the state courts of the State of Delaware. In the event that any action shall be brought in equity to enforce the provisions of this Agreement, no party shall allege, and each party hereby waives the defense, that there is an adequate remedy at law. Furthermore, each of the parties hereto (a) consents to submit itself or himself to the exclusive personal jurisdiction of the aforementioned courts in the event any dispute arises out of this Agreement or the transactions contemplated by this Agreement, (b) agrees that it or he shall not attempt to deny or defeat such personal jurisdiction by motion or other request for leave from any such court, (c) agrees that it or he shall not bring any action relating to this Agreement or the transactions contemplated by this Agreement in any court other than the aforementioned courts as provided above, (d) irrevocably waives any right to trial by jury, (e) agrees to waive any bonding requirement under any applicable law, in the case any other party seeks to enforce the terms by way of equitable relief and (f) irrevocably consents to service of process by a reputable overnight mail delivery service, signature requested, to the address set forth in Section 1.6 (if applicable), the address of such party’s principal place of business (if the address of such party is not set forth in Section 1.6) or such party’s address as determined pursuant to applicable law. THIS AGREEMENT SHALL BE GOVERNED IN ALL RESPECTS, INCLUDING VALIDITY, INTERPRETATION AND EFFECT, BY THE LAWS OF THE STATE OF DELAWARE APPLICABLE TO CONTRACTS EXECUTED AND TO BE PERFORMED WHOLLY WITHIN SUCH STATE WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES OF SUCH STATE.

Section 1.4. No Waiver. Any waiver by any party of a breach of any provision of this Agreement shall not operate as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Agreement. The failure of a party to insist upon strict adherence to any term of this Agreement on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist upon strict adherence to that term or any other term of this Agreement.

Section 1.5. Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof.

Section 1.6. Notices. All notices, consents, requests, instructions, approvals and other communications provided for herein and all legal process in regard hereto shall be in writing and shall be deemed validly given, made or served, if (a) given by email, when such email is sent to the email address set forth below and the appropriate confirmation is received or (b) if given by any other means, when actually received during normal business hours at the address specified in this subsection:

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Section 1.7. Amendments. This Agreement may only be amended pursuant to a written agreement executed by Mr. Moinian and the Company.

Section 1.8. Severability. If at any time subsequent to the date of this Agreement, any provision of this Agreement shall be held by any court of competent jurisdiction to be illegal, void or unenforceable, such provision shall be of no force and effect, but the illegality or unenforceability of such provision shall have no effect upon the legality or enforceability of any other provision of this Agreement.

Section 1.9. Counterparts. This Agreement may be executed (including by facismile or PDF) in two or more counterparts which together shall constitute a single agreement.

Section 1.10. Successors and Assigns. This Agreement shall not be assignable by any of the parties to this Agreement. This Agreement, however, shall be binding on successors of the parties hereto.

Section 1.11. Third Party Beneficiaries. This Agreement is solely for the benefit of the parties hereto and is not enforceable by any other persons.

Section 1.12. Interpretation and Construction. Each party acknowledges that it has been represented by counsel of its choice throughout all negotiations that have preceded the execution of this Agreement, and that it has executed the same with the advice of said independent counsel. Each party and its counsel cooperated and participated in the drafting and preparation of this

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Agreement and the documents referred to herein, and any and all drafts relating thereto exchanged among the parties shall be deemed the work product of all of the parties and may not be construed against any party by reason of its drafting or preparation. Accordingly, any rule of law or any legal decision that would require interpretation of any ambiguities in this Agreement against any party that drafted or prepared it is of no application and is hereby expressly waived by each party hereto, and any controversy over interpretations of this Agreement shall be decided without regards to events of drafting or preparation. The section headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. The term “including” shall be deemed to mean “including without limitation” in all instances.

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IN WITNESS WHEREOF, each party hereto has executed this Agreement as of the date first above written.

[Signature Page to Board Observer Agreement]

[Signature Page to Board Observer Agreement]

Exhibit 10.2

MANAGER DESIGNATION AGREEMENT

This Manager Designation Agreement (this “Agreement”) is made and entered into as of June 30, 2020 by and among New York REIT Liquidating LLC, a Delaware limited liability company (the “Company”), and the entities and natural persons set forth on the signature page hereto (collectively, “WW Investors”) (each of the Company and WW Investors is hereafter referred to as a “Party” to this Agreement, and collectively as the “Parties”).

RECITALS

WHEREAS, as of the date of this Agreement, WW Investors has a combined beneficial and economic ownership interest in units of the Company (the “Units”) totaling, in the aggregate, 132,774 Units; and

WHEREAS, as of the date of this Agreement, the Company and WW Investors have determined to come to an agreement with respect to the composition of the Board of Managers of the Company (the “Board”) and certain other matters, as provided in this Agreement.

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties to this Agreement, intending to be legally bound, agree as follows:

1. Board Matters.

(a) Board Representation. The parties acknowledge and agree that Howard Goldberg shall be deemed to be WW Investors’ designee on the Board (the “WW Designee”). So long as WW Investors is not in breach of this Agreement, if the WW Designee should resign from the Board or be rendered unable to serve on the Board by reason of death or disability, then WW Investors shall be entitled to recommend a replacement nominee to the Board to fill the resulting vacancy (any such replacement nominee appointed to the Board in accordance with this Section 1(a) shall be referred to as a “Replacement Manager”). The appointment of a Replacement Manager to the Board shall be subject to the approval of the Board in its reasonable discretion, after exercising its duties in good faith. In the event that the Board does not accept a person recommended by WW Investors as a Replacement Manager, WW Investors shall have the right to recommend additional replacements to fill the resulting vacancy, whose appointment shall be subject to the approval of the Board in accordance with the procedures described above. Any such Replacement Manager shall be deemed to be the WW Designee for all purposes under this Agreement.

(b) Additional Agreements.

(i) WW Investors shall cause its Affiliates and Associates to comply with the terms of this Agreement and shall be responsible for any breach of this Agreement by any such Affiliate or Associate. As used in this Agreement, the terms “Affiliate” and “Associate” shall have the respective meanings set forth in Rule 12b-2 promulgated by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended, or the rules or regulations promulgated thereunder (the “Exchange Act”), and shall include all persons or entities that at any time during the term of this Agreement become Affiliates or Associates of any person or entity referred to in this Agreement.

(ii) During the Standstill Period (as defined below), in connection with any meeting of the unitholders of the Company (and any adjournments or postponements thereof) or solicitation of consents of the unitholders, WW Investors shall, and that it shall cause any of its Affiliates or Associates to, be present for quorum purposes and vote or cause to be voted all Units beneficially owned by them in accordance with the Board’s recommendation.

(iii) WW Investors agrees that the Board or any committee thereof, in the exercise of its duties, may exclude the WW Designee from any Board or committee meeting or portion thereof at which the Board or any such committee is evaluating and/or taking action with respect to the exercise of any of the Company’s rights or enforcement of any of the obligations under this Agreement.

(iv) The WW Designee, in addition to all current managers, will be required to (A) comply with all policies, procedures, codes, rules, standards and guidelines applicable to members of the Board, and (B) keep confidential all Company confidential information and not disclose to any third parties discussions or matters considered in meetings of the Board or Board committees.

2. Standstill Provisions. WW Investors agrees that, at all times from the date of this Agreement until the earlier of (A) such time as the WW Designee is removed as a member of the Board and the Company fails to seat a Replacement Manager in breach of Section 1(a), (B) Winthrop REIT Advisors LLC is replaced as the Company’s advisor and (C) the later of (i) the date that is 14 months after the date hereof and (ii) such time as a WW Designee is no longer a member of the Board (the “Standstill Period”), neither it nor any of its Affiliates or Associates shall, and it shall cause each of its Affiliates and Associates not to, directly or indirectly, in any manner:

(a) engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents (including, without limitation, any solicitation of consents that seeks to call a meeting of unitholders), in each case, with respect to securities of the Company;

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(b) form, join or in any way participate in any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the Units (other than a “group” that includes all or some of the entities or persons identified on Exhibit A, but does not include any other entities or persons not identified on Exhibit A as of the date hereof); provided, however, that nothing herein shall limit the ability of an Affiliate of WW Investors to join the “group” following the execution of this Agreement, so long as any such Affiliate agrees to be bound by the terms and conditions of this Agreement;

(c) deposit any Units in any voting trust or subject any Units to any arrangement or agreement with respect to the voting of any Units, other than any such voting trust, arrangement or agreement solely among the members of WW Investors and otherwise in accordance with this Agreement;

(d) seek, or encourage any person or entity, to submit nominations in furtherance of a “contested solicitation” for the election or removal of managers with respect to the Company or seek, encourage or take any other action with respect to the election or removal of any managers;

(e) (i) make any proposal for consideration by unitholders at any meeting of unitholders of the Company, (ii) make any offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition, liquidation, dissolution or other business combination involving WW Investors and the Company, (iii) affirmatively solicit a third party, on an unsolicited basis, to make an offer or proposal (with or without conditions) with respect to any merger, acquisition, recapitalization, restructuring, disposition, liquidation, dissolution or other business combination involving the Company, or publicly encourage, initiate or support any third party in making such an offer or proposal, (iv) publicly comment on any third party proposal regarding any merger, acquisition, recapitalization, restructuring, disposition, liquidation, dissolution or other business combination with respect to the Company by such third party prior to such proposal becoming public, or (v) call or seek to call a meeting of unitholders;

(f) seek, alone or in concert with others, representation on the Board, except as specifically permitted in Section 1;

(g) seek to advise, support, influence or knowingly encourage any person or entity with respect to the voting or disposition of any securities of the Company at any annual or meeting of unitholders, except in accordance with Section 1;

(h) acquire, announce an intention to acquire, offer or propose to acquire, or agree to acquire, directly or indirectly, by purchase or otherwise, beneficial ownership of any voting units of the Company that, together with any voting units beneficially owned thereby, represents in the aggregate in excess of 4.9% of the Company’s outstanding voting units;

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(i) institute any litigation against the Company, its managers or its officers, make any “books and records” demands against the Company or make application or demand to a court or other person or entity for an inspection, investigation or examination of the Company or its subsidiaries or Affiliates; provided, however, that nothing shall prevent WW Investors from bringing litigation to enforce the provisions of this Agreement;

(j) enter into or maintain any economic, compensatory, pecuniary or other arrangements with any manager or nominees for manager of the Company, other than the WW Designee;

(k) make any request or submit any proposal to amend the terms of this Agreement other than through non-public communications with the Company that would not be reasonably determined to trigger public disclosure obligations for any Party; or

(l) enter into any negotiations, discussions, agreement, arrangement or understanding with any person or entity concerning any of the foregoing (other than this Agreement) or encourage or solicit any person or entity to undertake any of the foregoing activities.

3. Representations and Warranties of the Company. The Company represents and warrants to WW Investors that (a) the Company has the corporate power and authority to execute this Agreement and to bind it thereto, and (b) this Agreement has been duly and validly authorized, executed and delivered by the Company and constitutes a valid and binding obligation and agreement of the Company, and is enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles.

4. Representations and Warranties of WW Investors. Each of the WW Investors jointly and severally represent and warrant to the Company that (a) as of the date hereof, each person and entity beneficially owns only the number of shares of Units of the Company as described opposite its name on Exhibit A and, other than through the Units beneficially owned as set forth on Exhibit A, none of the WW Investors nor any Affiliate or Associate thereof has or may exercise any voting rights with respect to any Units or beneficial ownership of or economic exposure to the Company’s Units (e.g., through swaps, short sales or other derivative arrangements), (b) this Agreement has been duly and validly authorized, executed and delivered by each of the WW Investors and constitutes a valid and binding obligation and agreement of each of the WW Investors, enforceable against each of the WW Investors in accordance with its terms, except as enforcement thereof may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar laws generally affecting the rights of creditors and subject to general equity principles, and (c) each of the WW Investors has the authority to execute this Agreement and to bind it thereto.

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5. Specific Performance. Each of WW Investors, on the one hand, and the Company, on the other hand, acknowledges and agrees that irreparable injury to the other Party hereto would occur in the event any of the provisions of this Agreement was not performed in accordance with its specific terms or was otherwise breached and that such injury would not be adequately compensable by the remedies available at law (including the payment of money damages). It is accordingly agreed that WW Investors, on the one hand, and the Company, on the other hand (the “Moving Party”), shall each be entitled to specific enforcement of, and injunctive relief to prevent any violation (or threatened violation) of, the terms hereof, and the other Party hereto (a) will not take action, directly or indirectly, in opposition to the Moving Party seeking such relief on the grounds that any other remedy or relief is available at law or in equity, (b) agrees to waive any applicable right or requirement that a bond be posted by the Moving Party, and (c) if such Moving Party is awarded a final unappealable judgment in its favor in connection with the enforcement of the terms of this Agreement, the other Party shall reimburse the Moving Party for all of its reasonable and documented out-of-pocket costs incurred pursing such final judgment. This Section 5 is not the exclusive remedy for any violation of this Agreement, but will be in addition to all other remedies available at law or in equity.

6. Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. It is hereby stipulated and declared to be the intention of the Parties that the Parties would have executed the remaining terms, provisions, covenants and restrictions without including any of such which may be hereafter declared invalid, void or unenforceable. In addition, the Parties agree to use their reasonable best efforts to agree upon and substitute a valid and enforceable term, provision, covenant or restriction for any of such that is held invalid, void or enforceable by a court of competent jurisdiction.

7. Notices. Any notices, consents, determinations, waivers or other communications required or permitted to be given under the terms of this Agreement must be in writing and will be deemed to have been delivered: (a) upon receipt, when delivered personally; (b) upon confirmation of receipt, when sent by e-mail (provided such confirmation is not automatically generated); or (c) one (1) business day after deposit with a nationally recognized overnight delivery service, in each case properly addressed to the Party to receive the same. The addresses, facsimile numbers and e-mail addresses for such communications shall be:

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If to the Company:

New York REIT Liquidating LLC

7 Bulfinch Place, Suite 500

Boston, MA 02114

Attention: Randolph C. Read

Email: rcread@icmgi.com

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

Debevoise & Plimpton LLP

919 Third Avenue New

York, NY 10022

Attention: William D. Regner

Email: wdregner@debevoise.com

If to WW Investors:

WW Investors LLC

Two Jericho Plaza

Suite 111-Wing A Jericho,

New York 11753

Attention: Michael L. Ashner

Email: mashner@winthropcapital.com

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

Meltzer, Lippe, Goldstein & Breitstone, LLP

190 Willis Avenue

Mineola, NY 11501

Attention: David J. Heymann

Email: dheymann@meltzerlippe.com

8. Applicable Law. This Agreement, and all claims or causes of actions (whether at law, in contract or in tort) that may be based upon, arise out of or related to this Agreement or the negotiation, execution or performance of this Agreement, shall be governed by, and construed in accordance with, the laws of the State of Delaware without giving effect to conflicts of laws principles (whether of the State of Delaware or any other jurisdiction that would cause the application of the laws of any jurisdiction other than the State of Delaware). All actions and proceedings arising out of or relating to this Agreement shall be heard and determined exclusively in the courts of New York County, New York, or if jurisdiction over the matter is vested exclusively in federal courts, the United States District Court for Southern District of New York, and the appellate courts to which orders and judgments thereof may be appealed (the “Chosen Courts”). Each of the Parties hereby irrevocably and unconditionally (a) submits to the exclusive jurisdiction of the Chosen Courts for the purpose of any action or proceeding arising out

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of or relating to this Agreement brought by any Party, whether sounding in tort, contract or otherwise, (b) agrees not to commence any such action or proceeding except in such courts, (c) agrees that any claim in respect of any such action or proceeding may be heard and determined in any Chosen Court, (d) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding, and (e) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding. Each of the Parties agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to service of process in the manner provided for notices in Section 7. Nothing in this Agreement will affect the right of any Party to serve process in any other manner permitted by law. The Parties acknowledge that nothing in this Agreement shall limit the exercise of any manager’s duty as a manager of the Company under applicable law (including the WW Designee).

9. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be considered one and the same agreement and shall become effective when counterparts have been signed by each of the Parties and delivered to the other Party (including by means of electronic delivery or facsimile).

10. Securities Laws. WW Investors acknowledges that it is aware, and will advise each of its representatives who are informed as to the matters that are the subject of this Agreement, that the United States securities laws may prohibit any person or entity who has received from an issuer material, non-public information from purchasing or selling securities of such issuer or from communicating such information to any other person or entity under circumstances in which it is reasonably foreseeable that such person or entity is likely to purchase or sell such securities.

11. Entire Agreement; Amendment and Waiver; Successors and Assigns; Third Party Beneficiaries. This Agreement contains the entire understanding of the Parties with respect to the subject matter of this Agreement. There are no restrictions, agreements, promises, representations, warranties, covenants or undertakings between the Parties with respect to the subject matter of this Agreement other than those expressly set forth herein. No modifications of this Agreement can be made except in writing signed by an authorized representative of each the Company and WW Investors. No failure on the part of any Party to exercise, and no delay in exercising, any right, power or remedy hereunder 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. All remedies hereunder are cumulative and are not exclusive of any other remedies provided by law. The terms and conditions of this Agreement shall be binding upon, inure to the benefit of, and be enforceable by the Parties hereto and their respective successors, heirs, executors, legal

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representatives, and permitted assigns. No Party shall assign this Agreement or any rights or obligations hereunder without, with respect to WW Investors, the prior written consent of the Company, and with respect to the Company, the prior written consent of WW Investors. This Agreement is solely for the benefit of the Parties and is not enforceable by any other persons or entities.

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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized signatories of the Parties as of the date hereof.

[Signature Page to Manager Designation Agreement]

[Signature Page to Manager Designation Agreement]

[Signature Page to Manager Designation Agreement]