Early Call Option Exercise. In lieu of, and not in addition to, the Call Option Period set forth in the LLC Agreement, the NEP Member shall exercise the Call Option to acquire, or cause its designee to acquire, all of the outstanding Class B Units (indirectly, by way of the acquisition of all of the Blocker Interests, as described below), on the terms set forth in this Agreement and the Early Call Option Notice (as defined below) and, except to the extent superseded or otherwise expressly modified by this Agreement, [Section 7.02] of the LLC Agreement (the “Early Call Option”). In furtherance thereof, effective concurrently with the execution and delivery of this Agreement, NEP Member is hereby delivering to the Class B Member, and the Class B Member hereby accepts delivery of, the Call Option Notice attached as [Exhibit A] hereto (the “Early Call Option Notice”). As set forth in the Early Call Option Notice, and subject to the satisfaction of the conditions to the Call Option Closing set forth in this Agreement and, except as otherwise superseded or otherwise expressly modified by this Agreement, [Section 7.02] of the LLC Agreement, the Call Option Closing pursuant to NEP Member’s exercise of the Early Call Option (the “Early Call Option Closing”) shall occur on ​ (or such later date on which the Early Call Option Closing actually occurs, the “Early Call Option Closing Date”); provided, that, in the event that there shall be insufficient cash available to the Class B Member on such Early Call Option Closing Date for the Class B Member to repay in full all Indebtedness under the Credit Agreement and to make payment of Swap Breakage Costs (as defined below) as of the Early Call Option Closing Date (including if the Borrowers comply with their obligations pursuant to paragraph # below to draw the Maximum Aggregate Commitment Amount (as defined below) under the 2021 Margin Loan Agreements, but all or any portion of such Maximum Aggregate Commitment Amount is not available to be borrowed pursuant to the terms of the 2021 Margin Loan Agreements, subject to the provisions of [Section 7.02(e)] of the LLC Agreement) (a “Cash Shortfall”), then the Early Call Option Closing Date shall automatically be delayed in accordance with [Section 7.02(e)] of the LLC Agreement (an “Early Call Option Closing Delay”) until the earliest to occur of # sufficient cash having been obtained by the Class B Member (in accordance with [Section 7.02(e)] of the LLC Agreement) to eliminate such Cash Shortfall and make such payments in full (in which event, the Early Call Option Closing shall occur promptly thereafter), # written revocation by NEP Member of the Early Call Option Notice delivered to the Class B Member at any time after ​ (a “NEP Member Revocation”), in which event this Agreement shall automatically terminate in accordance with paragraph # below, or # written notice by the Class B Member of termination of this Agreement delivered to the NEP Member at any time after ​ (a “Class B Member Termination Notice”); provided, however, that if the Class B Member delivers a Class B Member Termination Notice to the NEP Member, such termination shall not become effective (in accordance with paragraph # below) until ​ Eastern Standard Time on the second Business Day following the date of such delivery (any such termination, upon such effectiveness, a “Class B Member Termination”); and provided further, that the NEP Member shall have the right (but not the obligation) to elect, by providing written notice to the Class B Member within such two (2) Business Day period (a “Cash Increase Notice”), to modify the portions of the Early Call Option Purchase Price to be paid in cash and NEP Common Units by increasing the portion of the Early Call Option Purchase Price to be paid in cash (which portion, after giving effect to such increase, shall not exceed an amount equal to 35% of the total Early Call Option Purchase Price), and decreasing the number of NEP Common Units to be issued as the remaining portion of the Early Call Option Purchase Price proportionately, in which event, so long as such modifications eliminate a Cash Shortfall, the Parties shall proceed to consummate the Early Call Option Closing promptly following delivery of such Cash Increase Notice. For the avoidance of doubt, subject to the terms and conditions hereof, this Agreement is intended to and shall # replace in whole the right of the NEP Member to exercise any Call Option during the Call Option Period or the Call Option Period Extension under [Section 7.02] of the LLC Agreement, other than in the event of a NEP Member Revocation or Class B Member Termination, and # except as superseded or otherwise expressly provided in this Agreement (other than in the event of any NEP Member Revocation or a Class B Member Termination), preserve all of the other terms of [Section 7.02] of the LLC Agreement, including the delay of the Call Option Closing pursuant to [Section 7.02(e)] of the LLC Agreement (solely as a result of a Cash Shortfall) and the Class B Member's obligation to continue to use its reasonable best efforts to obtain additional or substitute financing on commercially reasonable terms in such amount as is sufficient to eliminate such Cash Shortfall, subject to the terms and conditions set forth herein, including NEP Member’s right to deliver a NEP Member Revocation, and Class B Member’s right to deliver a Class B Member Termination Notice, in each case, on the terms set forth herein).

Section # Early Termination Notice. If the Corporation chooses to exercise its right of early termination under [Section 4.1(a)] above, the Corporation shall deliver to the TRA Party Representative written notice of such intention to exercise such right (“Early Termination Notice”). In addition, if the Corporation chooses to exercise its right of early termination under AmericasActive:18057467.3

Early Unwind. In the event the sale by ​ of the [Base Convertible Securities]53[Optional Convertible Securities]54 is not consummated pursuant to the Purchase Agreement for any reason by the close of business in New York on ​, 202355 (or such later date as agreed upon by the parties) (​, 2023 or such later date being the “Early Unwind Date”), the Transaction shall automatically terminate (the “Early Unwind”) on the Early Unwind Date and the Transaction and all of the respective rights and obligations of ​ and ​ hereunder shall be cancelled and terminated. Following such termination and cancellation, each party shall be released and discharged by the other party from, and agrees not to make any claim against the other party with respect to, any obligations or liabilities of either party arising out of, and to be performed in connection with, the Transaction either prior to or after the Early Unwind Date. ​ and ​ represent and acknowledge to the other that upon an Early Unwind, all obligations with respect to the Transaction shall be deemed fully and finally discharged.

Early Access. Provided the same does not interfere with completion of the Tenant Improvements, as reasonably determined by Sublandlord, Subtenant may, up to twenty-eight (28) days prior to the Commencement Date, enter the Sublet Portion for the sole and exclusive purpose of installing its furniture, equipment and other personal property. Notwithstanding the foregoing, # such entry shall be subject to the terms and conditions of this Sublease, provided that Subtenant shall not be required to pay Base Rent, Expenses or the Subtenant TI Cost Reimbursement for any entry or possession during such period before the Commencement Date, except for the cost of services requested by Subtenant (e.g. after hours HVAC service); # Subtenant shall not conduct its business from the Sublet Portion during the period of such entry, # such entry shall be subject to such rules and regulations as Master Landlord and Sublandlord may reasonably promulgate and Subtenant shall ensure that any architect, engineer, designer, contractor and workman employed by Subtenant observes such rules, and prior to commencement of any work in the Sublet Portion, makes appropriate arrangements with Sublandlord, particularly with respect to: material and equipment storage; time and place of deliveries; hours of work and coordination of work; power, heating and washroom facilities; scheduling; security; and clean-up; and # any such entry shall be at Subtenant’s risk and Sublandlord shall have no liability for any loss, damage or injury to Subtenant’s personal property, equipment, employees or agents which may be on or about the Sublet Portion during the period of such entry and, except for any injury to Subtenant’s employees or agents to the extent caused the negligence or willful misconduct of Sublandlord, Subtenant hereby releases Sublandlord from any claim with respect thereto from whatever cause.

Early Access. Landlord shall allow Tenant access to the Premises prior to the Term Commencement Date for purposes of commencing the construction of an agreed-upon scope of the Tenant Improvements at such time as Landlord determines in good faith that such access by Tenant and the commencement of the construction of such portion of the Tenant Improvements will not unreasonably interfere with or unreasonably delay Landlord’s Substantial Completion of the Base Building Improvements. Although ultimately the completion of the Base Building Improvements is to have priority over the commencement of the Tenant Improvements, it is the parties’ intentions to cooperate and coordinate in good faith such that completion of all of work is optimized. Prior to entering the Premises pursuant to this Paragraph 3.2, Tenant shall obtain from Landlord written authorization confirming the date of such entry and the scope of such Tenant Improvement Work to be performed. Tenant’s entry of the Premises and access to such floors shall not interfere with or delay Landlord’s Substantial Completion of the Base Building Improvements. Landlord’s authorization of Tenant’s access to the Premises pursuant to this Paragraph 3.2 shall not trigger the Term Commencement Date but shall be pursuant to all of the applicable terms, covenants and conditions of this Lease, including, without limitation, Tenant’s insurance obligations contained in Paragraph 8.2 below and Tenant’s indemnity obligations contained in Paragraph 8.5 below, but specifically excluding the obligation to pay Base Rent and Tenant’s Proportionate Share of Operating Expenses for any entry or possession before the Term Commencement Date.

#​ Right of Termination. ​ may terminate this Agreement for any reason and at any time prior to the Expiration Date on not less than thirty (30) days’ prior written notice to Seller (or such longer period as required under any applicable Third Party Service Provider Contract). ​ and the ​ shall be solely responsible for any termination fee payable by Seller or its Affiliates under any Third Party Service Provider Contract due to such early termination and shall promptly pay or reimburse Seller, as applicable, for any such fee following receipt of written notice thereof.

Early Exercisability. The Administrator may provide in the terms of a Holder’s Option Agreement that the Holder may, at any time before the Holder’s status as a Service Provider terminates, exercise the Option in whole or in part prior to the full vesting of the Option; provided, however, that subject to [Section 19] hereof, Shares acquired upon exercise of an Option which has not fully vested may be subject to any forfeiture, transfer or other restrictions as the Administrator may determine in its sole discretion.

Early Termination. In the event that an Early Termination Date (whether as a result of an Event of Default or a Termination Event) occurs or is designated with respect to any Transaction (except as a result of a Merger Event in which the consideration or proceeds to be paid to holders of Shares consists solely of cash), if either party would owe any amount to the other party pursuant to [Section 6(d)(ii)] of the Agreement (any such amount, a “Payment Amount”), then the following provisions shall apply. If such Payment Amount is owed by Dealer, then in lieu of any payment of such Payment Amount, such Payment Amount shall be satisfied through the delivery of a number of Shares (or, in the case of a Merger Event, a number of units, each comprising the number or amount of the securities or property that a hypothetical holder of one Share would receive in such Merger Event (each such unit, an “Alternative Delivery Unit” and, the securities or property comprising such unit, “Alternative Delivery Property”)) with a value equal to the Payment Amount, as determined by the Calculation Agent (and the parties agree that, in making such determination of value, the Calculation Agent may take into account a number of factors, including the market price of the Shares or Alternative Delivery Property on the date of early termination and the prices at which Dealer purchases Shares or Alternative Delivery Property to fulfill its delivery obligations under this [Section 14]), unless Counterparty, no later than such Early Termination Date or the date on which such Transaction is terminated, elects for Dealer to satisfy its obligation to pay the Payment Amount in cash; provided that in determining the composition of any Alternative Delivery Unit, if the relevant Merger Event involves a choice of consideration to be received by holders, such holder shall be deemed to have elected to receive the maximum possible amount of cash. If such Payment Amount is owed by Counterparty, [Annex A] shall apply except that the Settlement Method Election Date and the Cash Settlement Payment Date shall be the Early Termination Date, the Forward Cash Settlement Amount shall be zero (0) minus the Payment Amount owed by Counterparty (and, for the avoidance of doubt, the definitions of Settlement Price and Settlement Valuation Period shall not apply) and, in the case of a Merger Event, references to “Shares” shall be references to “Alternative Delivery Units.”

Exercise. Options may be exercised by giving written notice of the exercise to the Company, stating the Option being exercised and the number of shares the Participant has elected to purchase under the Option.

Exercise. Stock Options shall be exercisable at such time or times, in one or more installments, and subject to such terms and conditions as shall be determined by the Committee at or after grant.

Exercise. You (or your representative, upon your death) may exercise any vested portion of this Option at any time during its term by giving written notice to Arrow’s stock administrator and making payment to Arrow in an amount equal to the per Share exercise price times the number of Shares you wish to exercise, plus applicable taxes.

Exercise. The ​ may exercise all or any part of the vested and previously unexercised portion of the Option at any time and from time to time until the Option expires, subject to the following provisions and subject to the terms of the Plan:

Exercise. Each Option shall become and be exercisable at such time or times and during such period or periods, in full or in such installments as may be determined by the Board at the Option Date. In addition, if permitted by the Board or the terms of the Option Grant Certificate evidencing such Stock Option, Participants may elect to pay the purchase price of shares of Stock purchased upon the exercise of Incentive Stock Options in cash or through delivery at the time of such exercise of shares of Stock (valued at Fair Market Value as of the date of exercise) already owned by the Participant, or any combination thereof, equivalent to the purchase price of such Incentive Stock Options. A Participant’s payment of the purchase price in connection with the exercise of an Incentive Stock Option through delivery of share of Stock (“ISO Stock”) that were acquired through the exercise of an Incentive Stock Option and that have not been held for more than one year will be considered a disposition (within the meaning of Code Section 422(c)) of ISO Stock, resulting in the disqualification of the ISO Stock from treatment as an Incentive Stock Option under Code Section 422, and the Participant’s recognition of ordinary income. Participants should consult with their tax advisors prior to electing to exercise an Incentive Stock Option by this method.

Exercise. A Stock Appreciation Right shall entitle the holder of a Stock Option to receive, upon the exercise of the Stock Appreciation Right, shares of Stock (valued at their Fair Market Value at the time of exercise), cash or a combination thereof, in the discretion of the Board, in an amount equal in value to the excess of the Fair Market Value of the shares of Stock subject to the Stock Appreciation Right as of the date of such exercise over the purchase price of the Stock Appreciation Right, as shall be prescribed by the Board in its sole discretion and as shall be contained in the Participant’s Award Agreement. If granted in tandem with an option, the exercise of a Stock Appreciation Right will result in the surrender of the related Incentive Stock Option or Non-Qualified Stock Option and, unless otherwise provided by the Board in its sole discretion, the exercise of a Stock Option will result in the surrender of a related Stock Appreciation Right, if any.

Exercise. An Option and an SAR shall be exercisable in accordance with such terms and conditions and during such periods as may be established by the Committee.

Early Voluntary Termination Benefit. If Early Voluntary Termination occurs, the Employer shall pay the Executive the vested portion of the Deferral Account balance. This benefit shall be paid in quarterly installments between 2 years and 10 years, at the selection of the Executive, and shall commence the first day of the immediately subsequent quarter following Separation from Service. During the payment period, interest shall be credited on the unpaid portion of the Deferral Account balance as described in [Section 3.1(b)(ii)]. The quarterly payments shall be amortized in such a way so as to produce equal payments over the remaining payment period. This will require quarterly reamortization for changes in the Crediting Rate.

Early Termination by Borrowers. Borrowers have the option, at any time upon not less than ten (10) Business Days prior written notice to Agent (or such shorter period as Agent may agree in its discretion), to terminate this Agreement and terminate the Commitments hereunder by repaying to Agent all of the Obligations in full. The foregoing notwithstanding, # Borrowers may condition any such termination notice on the happening or occurrence of an event, and may rescind any such termination notice if such event does not happen or occur on or before the date of the proposed termination (in which case, a new notice shall be required to be sent in connection with any subsequent termination), and # Borrowers may extend the date of termination specified in any such notice at any time; provided that an extension of more than ten (10) days shall require the consent of Agent (which consent shall not be unreasonably withheld, conditioned or delayed).

“Early Clinical Development Term” means, on a Development Candidate-by-Development Candidate basis, the period commencing on the Development Candidate Selection Date and ending upon the earlier of # the exercise of the Opt-Out Right under [Section 3.1] or the expiration, without exercise, of the period therefor and # termination of Development of such Development Candidate.