Dividends. Each Party agrees that, from and after the date of this Agreement:

Dividends. The Participant will not be entitled to receive any cash dividends or dividend equivalents with respect to the Retention Stock Units before they are settled pursuant to Section 5. However, to the extent that, and at the same time as, shares of Stock are issued under Section 5, the Participant (or the Participant’s beneficiary) will also receive a lump sum cash payment equal to the amount of cash dividends that are paid or declared by the Company during the Restricted Period (but prior to the date of payment of the Award pursuant to Section 5) on the number of shares of Stock (if any) issued to the Participant (or the Participant’s beneficiary).

Dividends. Unless otherwise provided in the applicable Award agreement, any dividends (whether paid in cash, stock or property) declared and paid by the Company with respect to shares of Restricted Stock (“Accrued Dividends”) shall be paid to the Participant only if and when such shares become free from the restrictions on transferability and forfeitability that apply to such shares. Each payment of Accrued Dividends will be made no later than the end of the calendar year in which the dividends are paid to stockholders of that class of stock or, if later, the 15th day of the third month following the lapsing of the restrictions on transferability and the forfeitability provisions applicable to the underlying shares of Restricted Stock.

Dividends. Except as may be limited by applicable federal, state or provincial corporate law or comparable laws, no Subsidiary of the Borrower or Holdings is currently prohibited, directly or indirectly, from paying any dividends to the Borrower or Holdings, from making any other distribution on such Subsidiary’s capital stock or other ownership interests, from repaying to the Borrower or Holdings any loans or advances to such Subsidiary from the Borrower or Holdings or from transferring any of such Subsidiary’s property or assets to the Borrower or Holdings or any other Subsidiary of the Borrower or Holdings, except as described in the Preliminary Offering Memorandum or contained in this Agreement.

Dividends. The Participant shall not be entitled to receive any payments or Shares in respect of the Unvested RSUs in the event any dividends are declared on Shares. If on any date while Vested RSUs are outstanding hereunder the Company shall pay any cash dividend on the Shares, the Participant shall be entitled to receive, as of such dividend payment date, a cash payment equal to the product of # the number of Vested RSUs, if any, held by the Participant as of the related dividend record date, multiplied by # the per Share amount of such cash dividend. In the case of any dividend declared on Shares that is payable in the form of Shares, the Participant shall be granted, as of the applicable dividend payment date, a number of Shares (rounded down to the next whole Share) equal to the product of # the aggregate number of Vested RSUs, if any, that have been held by the Participant through the related dividend record date, multiplied by # the number of Shares (including any fraction thereof) payable as a dividend on a Share. Notwithstanding the forgoing, if on any date while Vested RSUs or Unvested RSUs are outstanding hereunder the Company shall pay any extraordinary dividend on the Shares, the Committee shall equitably adjust the outstanding RSUs pursuant to [Section 9] of the Plan.

Each of the foregoing amounts shall be equitably adjusted for stock splits, stock dividends, recapitalizations and other similar events affecting the shares in question without the issuer’s receipt of consideration.

The Conversion Shares shall be subject to appropriate adjustment for reclassifications, stock splits, stock dividends, spin-offs or distributions, share combinations or other similar changes affecting the Common Stock as a whole.

“Per Share Purchase Price” equals ​, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock that occur after the date of this Agreement.

Calculation of Conversion Price. The Conversion Price shall be the Variable Conversion Price (as defined herein) (subject to equitable adjustments for stock splits, stock dividends or rights offerings by the Borrower relating to the Borrower's securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events) (also subject to adjustment as further described herein). The “Variable Conversion Price” shall mean 50% multiplied

the Borrower may # repurchase fractional shares of its Equity Interests arising out of stock dividends, splits or combinations, business combinations or conversions of convertible securities or exercises of warrants or options, # “net exercise” or “net share settle” warrants or options or # so long as no Event of Default then exists or would result therefrom, make cash settlement payments upon the exercise of warrants or options to purchase its Equity Interests;