Delivery of Shares. On the Closing Date, Sellers shall deliver a board resolution to Buyer to authenticate the transaction and relinquish all the ownership and control of the [[Organization A:Organization]] to Buyer.

Subject to Section 4 below, the Company shall effect delivery of the Shares with respect to this Program Award to the Participant (or, in the event of the Participant’s death, to the person to whom the Program Award has passed by will or the laws of descent and distribution) on ​, 20​. No Shares will be issued pursuant to this Program Award unless and until all legal requirements applicable to the issuance or transfer of such Shares have been complied with to the satisfaction of the Committee.

Delivery of Shares. The number of shares of Stock that the Grantee earns under Section 1 will be delivered to the Grantee as soon as administratively practicable after the end of the Restriction Period; provided, however, that in lieu of shares of Stock, the payment may be made in other equity based property, as the Committee may determine in its sole discretion. No fractional shares will be delivered pursuant to this Award and fractional shares shall be rounded down.

Private Placement. Assuming the accuracy of the Purchasers’ representations and warranties set forth in Section 3.2, no registration under the Securities Act is required for the offer and sale of the Securities by the Company to the Purchasers as contemplated hereby. The issuance and sale of the Securities hereunder does not contravene the rules and regulations of the Trading Market.

Placement Agents. It will purchase the Subordinated Note(s) directly from the Company and not from the Placement Agents and understands that neither the Placement Agents nor any other broker or dealer has any obligation to make a market in the Subordinated Notes.

Delivery of Warrant Shares. The Holder requests that certificates for such Warrant Shares be issued in the name of, and delivered to:

Delivery of Shares; Forfeiture. As promptly as practicable following the Performance Vesting Date or any other earlier vesting date provided under Section 2(b) above, the Company shall cause to be delivered to the Participant such Shares underlying any non-forfeited , vested Performance RSUs as soon as practicable after they are earned and vested as provided in this agreement (but in no event later than 2 ½ months after the last day of the calendar year in which such Performance RSUs became so earned and vested.

Conditions Precedent to the Right of the Selling Stockholder to Deliver a Forward Placement Notice and the Obligation of the Forward Purchaser to Sell Forward Hedge Shares. The right of the Selling Stockholder to deliver a Forward Placement Notice hereunder is subject to the satisfaction, on the date of delivery of such Forward Placement Notice, and the obligation of the Forward Purchaser to use its commercially reasonable efforts to sell Forward Hedge Shares during the applicable period set forth in a Forward Placement Notice it has accepted is subject to the satisfaction, on each Trading Day during the applicable period set forth in the Forward Placement Notice, of each of the following conditions:

Payment of Expenses. The Company will pay all expenses incident to the performance of its obligations under this Agreement, including # the preparation, filing, including any fees required by the Commission, and printing of the Registration Statement (including financial statements and exhibits) as originally filed and of each amendment and supplement thereto and each Free Writing Prospectus, in such number as the Agent shall deem reasonably necessary, # the printing and delivery to the Agent of this Agreement and such other documents as may be required in connection with the offering, purchase, sale, issuance or delivery of the Placement Shares, # the preparation, issuance and delivery of the certificates, if any, for the Placement Shares to the Agent, including any stock or other transfer taxes and any capital duties, stamp duties or other duties or taxes payable upon the sale, issuance or delivery of the Placement Shares to the Agent, # the fees and disbursements of the counsel, accountants and other advisors to the Company, # the reasonable and documented out-of-pocket fees and disbursements of counsel to the Agent # not to exceed $50,000 in connection with the filing of this Agreement and # not to exceed $10,000 per year thereafter in connection with updates at the time of Representation Dates; # the fees and expenses of the transfer agent and registrar for the Common Stock, # the filing fees incident to any review by FINRA of the terms of the sale of the Placement Shares, and # the fees and expenses incurred in connection with the listing of the Placement Shares on the Exchange.

Registration Statement Effective. The Registration Statement shall be effective and shall be available for # all sales of Placement Shares issued pursuant to all prior Placement Notices and # the sale of all Placement Shares contemplated to be issued by any Placement Notice.