Award Contingent Upon Execution of this Agreement. This Award is contingent upon the Participant’s timely execution and return to the Corporate Secretary of this Agreement.

Award Contingent Upon Execution of this Agreement and of Non-Compete. This Award is contingent upon the Participant’s execution of this Agreement and the associated non-compete agreement, which is a condition precedent to this Award. This Award shall be void, and the Participant shall not be entitled to any rights hereunder, unless the Participant executes this Agreement and the non-compete agreement on or before , and thereafter fully complies with its terms.

Execution of this Agreement. This Agreement shall have been duly executed and delivered by the Parties.

Upon Execution. Upon receipt of the assignment of Lease Applications described in Paragraph 1.1, ALY shall deliver to IIM, One Hundred Thousand (100,000) common shares of ALY.

Execution and Re-Execution of this Agreement. Please execute the Agreement and re-execute the Agreement no later than fifteen (15) days following your Termination Date in the space provided for each such execution on the signature page hereto and return this Agreement to Carrie Reuter (or their successor) at the following address:

This Agreement. This Agreement has been duly authorized, executed and delivered by the Company.

Amendment of Award Agreements. To the extent that the provisions of this subsection are inconsistent with the provisions of your Award Agreements, those Award Agreements are amended, upon your execution of the Release Agreement, to include the provisions of this subsection, which supersede any inconsistent provisions of the Award Agreements.

The provisions of this offer of employment have been read, are understood, and the offer is herewith accepted. I understand that my employment is contingent upon the successful completion of a drug screening test and criminal history and background checks, as well as upon execution of the Restrictive Covenant and Invention Assignment Agreement.

This award of Restricted Stock is conditioned upon Grantee’s acceptance of the terms of this Agreement and [Exhibits A] and B, as evidenced by Grantee’s execution of this Agreement or by Grantee’s electronic acceptance of the Agreement in a manner and during the time period allowed by the Company. If the terms of this Agreement are not timely accepted by execution or by such electronic means, the award of Restricted Stock may be cancelled by the Committee.

Conflict Resolution: This offer is contingent upon your execution of the Fair Treatment and Mutual Arbitration agreement provided in ​, which includes final and binding arbitration as a resolution to any grievance that results from your employment or termination of employment with the Company.

Execution and Delivery of this Amendment. The Administrative Agent shall have received a counterpart signature page of this Amendment duly executed by each of the Company, the Agents, the Collateral Administrator, the Securities Intermediary, the Lenders and the Servicer.

Amendment to this Agreement. No modification, waiver, amendment, discharge or change of this Agreement, shall be valid unless the same is in writing and signed by the party against whom enforcement of such modification, waiver amendment, discharge, or change is or may be sought.

“Account Balance” means at any time the aggregate of the Advances outstanding as reflected on the records maintained by ​, together with any past due Finance Charges thereon.

For all purposes of this Agreement the following terms, in singular or plural form as appropriate to the context, are defined as follows:

Registration of this Agreement. To the extent, if any, that either Party concludes in good faith and acting reasonably that it or the other Party is required to file or register this Agreement or a notification thereof with any Governmental Authority, such Party shall inform the other Party thereof. If both Parties jointly agree that either Party is required to submit or obtain any such filing, registration or notification, they shall cooperate in such filing, registration or notification and shall execute all documents reasonably required in connection therewith. In such filing, registration or notification, the Parties shall request confidential treatment of sensitive provisions of this Agreement, to the extent permitted by Applicable Law. The Parties shall promptly inform each other as to the activities or inquiries of any such Governmental Authority relating to this Agreement, and shall reasonably cooperate to respond to any request for further information therefrom on a timely basis.

Amendments to this Agreement. Except as provided in [Section 2.13(b)] and the definition of “Modification Offer”, neither this Agreement nor any provision hereof may be waived, amended or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Required ​ or by the Borrower and the Administrative Agent with the consent of the Required ​; provided that no such agreement shall: