Holding Period of Dilution Shares. For purposes of Rule 144, the holding period of the Dilution Shares issued pursuant to Section 4.19, shall be deemed to have commenced on the Closing Date.

Time-vested Restricted Stock supports executive ownership and retention objectives. Grants vest over three years (e.g. 1/3 per year) and are subject to a one year holding requirement (i.e executive can’t sell for at least one year after vesting); and

Any holding over after the expiration or other termination of this Lease with the written consent of Landlord delivered to Tenant shall be construed to be a tenancy from month to month at the Base Rent in effect on the date of such expiration or termination on the terms, covenants and conditions herein specified so far as applicable. Any holding over after the expiration or other termination of this Lease without the written consent of Landlord shall be construed to be a tenancy at sufferance on all the terms set forth herein, except that Base Rent shall be an amount equal to one hundred fifty percent (150%) of the Base Rent payable by Tenant immediately prior to such holding over. Acceptance by Landlord of Rent after the expiration or termination of this Lease shall not constitute a consent by Landlord to any such tenancy from month to month or result in any other tenancy or any renewal of the term hereof. Tenant acknowledges that if Tenant holds over without Landlord’s consent, such holding over may compromise or otherwise affect Landlord’s ability to enter into new leases with prospective tenants regarding the Premises. Therefore, if Tenant fails to surrender the Premises upon the expiration or other termination of this Lease, then, in addition to any other liabilities to Landlord accruing therefrom, Tenant shall protect, defend, indemnify and hold Landlord harmless from all Losses resulting from such failure, including, without limiting the generality of the foregoing, any claims made by any succeeding tenant founded upon such failure to surrender and any lost profits to Landlord resulting therefrom. The provisions of this Paragraph are in addition to, and do not affect, Landlord’s right to reentry or other rights hereunder or provided by law.

Other Benefits Take Precedence Over In-Service Distributions. Should an event occur that triggers a benefit under this [Article 7], [Article 8] or [Article 9], any Annual Deferral Amounts, plus amounts credited or debited thereon, that is subject to an In-Service Distribution election under [Section 7.1] shall not be paid in accordance with [Section 7.1] but shall be paid in accordance with the other applicable Article or Section.

with respect to the issuance of any Equity Interest by any Parent Holding Company, the Borrower or any of its Restricted Subsidiaries, the excess of # the sum of the cash and Cash Equivalents received in connection with such issuance and in connection with unwinding any related Swap Contract in connection therewith over # the investment banking fees, underwriting discounts, premiums, commissions, other out-of-pocket expenses and other customary expenses and fees related thereto, incurred by any Parent Holding Company, the Borrower or such Restricted Subsidiary in connection with such issuance and any costs associated with unwinding any related Swap Contract in connection therewith;

“Applicable Law” means, with respect to any Person, any constitutional provision, law, statute, rule, regulation, ordinance, treaty, order, decree, judgment, decision, certificate, holding, injunction, registration, license, franchise, permit, authorization, guideline, Governmental Approval, consent or requirement of any Governmental Authority having jurisdiction over such Person or its property, enforceable at law or in equity, including the interpretation and administration thereof by such Governmental Authority.

The Participant must agree that the Newly Acquired Shares with respect to which Matching RSUs are granted under this Program will not be sold, transferred, diversified, pledged or hedged, prior to the vesting of such related Matching RSUs. Any such sale, transfer, diversification, pledge or hedge prior to the end of the Holding Period shall be deemed to disqualify the Newly Acquired Shares from being considered Newly Acquired Shares for purpose of this Program and, as a result, a number of Matching RSUs equal to the number of disqualified shares shall be immediately forfeited. The Holding Period requirement for a Newly Acquired Share shall end when the Matching RSU to which such Newly Acquire Share relates vests.

Manner of Holding and Delivering Restricted Shares. Shares of Stock subject to an award of Restricted Shares may be # held in book entry form subject to the Corporation’s instructions or # evidenced by a certificate, which certificate will be held in such form and manner as determined by the Board, in either case until the end of the applicable Restricted Period or, if the Board has provided for earlier termination of the Transferability Restrictions following an Outside Director’s death, total and permanent disability or other earlier vesting of the shares of Stock, such earlier termination of the Transferability Restrictions. Upon termination of the Restricted Period or any earlier termination of the Transferability Restrictions, the Outside Director’s Restricted Shares will be delivered to the Outside Director free and clear of the Transferability Restrictions in such form (e.g., a stock certificate or electronic entry evidencing such shares) as determined appropriate by the Corporation.

Each of the undersigned agrees that any Secured Party holding Collateral does so as gratuitous bailee and sub-collateral agent (under the UCC or PPSA) for the other and is hereby authorized to and may turn over to such other Secured Party upon request therefore any such Collateral, after all obligations and indebtedness of the undersigned to the bailee Secured Party have been fully paid and performed.

Issuance of Common Stock in ATI Nationwide Holding Corp. to Nationwide. As part of its obligations under the Agreement, ​ purchased the controlling interest in EXA, Inc., a Florida corporation, and amended its articles of organization changing the name of the company to ATI Nationwide Holding Corp. (“ATI Nationwide”). ATI Nationwide is the entity in which the Parties intend on using to complete their respective performance under the Agreement.