FOR THE AVOIDANCE OF DOUBT, THIS FUTURE RECEIVABLES SALE AGREEMENT IS BY AND BETWEEN MERCHANT, THE PURCHASER AND THE UNDERSIGNED PRINCIPAL OR PRINCIPALS. ANY INDEPENDENT SALES ORGANIZATION OR BROKER THAT PLAYED A ROLE IN THE INTRODUCTION OF MERCHANT TO THE PURCHASER IS IN NO WAY AUTHORIZED TO ACT AS AN AGENT OF, OR BIND PURCHASER IN ANY MANNER, WHATSOEVER. THE INDEPENDENT SALES ORGANIZATION OR BROKER DOES NOT HAVE THE AUTHORITY OR RIGHT TO MAKE, ALTER, MODIFY, OR DISCHARGE ANY CONTRACT, AGREEMENT, OR ANY PORTION THEREOF THAT MAY BE ENTERED INTO BY AND BETWEEN MERCHANT AND PURCHASER. MERCHANT IS HEREBY ADVISED AND AFFIRMATIVELY ACKNOWLEDGES ITS UNDERSTANDING THAT IT IS NOT TO CHANGE ITS POSITION IN RELIANCE UPON ANY REPRESENTATIONS OR PROMISES MADE BY AN INDEPENDENT SALES ORGANIZATION OR BROKER, UNLESS EXPRESSLY AUTHORIZED BY THE PURCHASER, IN WRITING, ON PURCHASER’S LETTERHEAD.

This Stock Option may be exercised through a broker designated by the Company or by any other method the Committee has approved; provided, however, that no such exercise shall be with respect to fewer than twenty-five (25) Shares or the remaining Shares covered by the Stock Option if less than twenty-five. The exercise must be accompanied by the payment of the full Grant Price of such Shares. Payment may be in cash or Shares or a combination thereof to the extent permissible under applicable law, or a broker-assisted cashless exercise; provided, however, that any payment in Shares shall be in strict compliance with all procedural rules established by the Committee.

The Company may not sponsor, or assist in any material way, any “cashless” exercise program pursuant to which payment for Options to be exercised is made by surrendering other Options. The prohibition of the immediately preceding sentence does not apply to third-party, broker-assisted “cashless” exercise programs as described in [clause (i) above] that the Company does not sponsor or assist and payment of the exercise price of Options by tender of Previously-Acquired Shares as described in [clause (ii) above].

For purposes hereof, “Short Sales” include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and all types of direct and indirect stock pledges, forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis), and sales and other transactions through non-US broker dealers or foreign regulated brokers.

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At any time while the Note or any amounts accrued and payable thereunder remain outstanding, the [[Organization A:Organization]] or any Subsidiary, as applicable, sells or grants any option to purchase or sells or grants any right to reprice, or otherwise disposes of or issues (or announces any sale, grant or any option to purchase or other disposition), any Common Stock or Common Stock Equivalents entitling any Person to acquire shares of Common Stock at an effective price per share that is lower than the Conversion Price then in effect (such lower price, the “Base Conversion Price” and each such issuance or announcement a “Dilutive Issuance”), then the Conversion Price shall be immediately reduced to equal the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued unless the net proceeds of such issuance are used to immediately pay amounts due hereunder.

Suspension of Sales. The Company or the Agent may, upon notice to the other party in writing (including by email correspondence to each of the individuals of the other party set forth on [Schedule 3], if receipt of such correspondence is actually acknowledged by any of the individuals to whom the notice is sent, other than via auto-reply) or by telephone (confirmed immediately by verifiable facsimile transmission or email correspondence to each of the individuals of the other party set forth on [Schedule 3]), suspend any sale of Placement Shares (a “Suspension”); provided, however, that such suspension shall not affect or impair any party’s obligations with respect to any Placement Shares sold hereunder prior to the receipt of such notice. While a Suspension is in effect, any obligation under [Sections 7(l), 7(m), and 7(n)])])] with respect to the delivery of certificates, opinions, or comfort letters to the Agent, shall be waived. Each of the parties agrees that no such notice under this Section 4 shall be effective against any other party unless it is made to one of the individuals named on [Schedule 3] hereto, as such Schedule may be amended from time to time.

From the date hereof until fifty (50) days after the Closing Date, neither the Company nor any subsidiary shall # issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock Equivalents, or # file any registration statement or prospectus, or any amendment or supplement thereto.

The Company’s New Business Market Summary Report (NWAR60 Report), and its equivalent from each of the Company’s policy administration systems operational during 2024, will be the source of sales results for purposes of this Program. The bonus percentage corresponding with the Life Sales production levels achieved in 2024 will be applied to 100% of the Participant’s Base Salary in accordance with the following grid:

As partial consideration for Recordati’s agreements set forth in this Agreement, following the First Commercial Sale of a Product in the Territory, ARS will pay to Recordati ​ payments based on the aggregate Net Sales of all Products in the Territory, as calculated by multiplying ​ percent (​) by the amount of Net Sales of all Products in the Territory (“Sales-Based Payments”); provided that in no event shall the total amount of Sales-Based Payments payable to Recordati under Section 3(c) of this Agreement exceed Euro 5,000,000 (five million) (the “Payment Cap”) and no further Sales-Based Payments shall be due once ARS has paid Recordati Sales-Based Payments in an amount equal to the amount of the Payment Cap.