Plan Provisions Control. In the event that any provision of the Agreement conflicts with or is inconsistent in any respect with the terms of the Plan, the terms of the Plan shall control. Any term not otherwise defined in this Agreement shall have the meaning ascribed to it in the Plan.

Note. If requested, each [[Organization C:Organization]] that so requests shall have received Notes duly executed and delivered by an authorized officer of the Applicant Borrower;

Note. The Note (if same is requested by the [[Organization B:Organization]]) shall have been duly executed and delivered by the [[Organization A:Organization]] to [l],, as the sole [[Organization B:Organization]] on the Effective Date.

Provisions of Plan Control. This grant is subject to all the terms, conditions and provisions of the Plan, including, without limitation, [Section 17.13] of the Plan (Section 409A of the Code) and the amendment provisions of the Plan, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Board of Directors of the Company and as may be in effect from time to time. Any capitalized term used but not defined herein shall have the meaning ascribed to such term in the Plan. The Plan is incorporated herein by reference. If and to the extent that this grant conflicts or is inconsistent with the terms, conditions and provisions of the Plan, the Plan shall control, and this grant shall be deemed to be modified accordingly.

Notwithstanding anything to the contrary in these Terms and Conditions, the following provisions shall apply to all Stock Units granted under the attached Award Agreement.

Conflicts. In the event of any conflict between the provisions of this Agreement, on the one hand, and the provisions of the any of the Aegis Note Documents and/or any of the ​-District Note Documents, on the other hand, the provisions of this Agreement shall govern and control.

Conflicts. In the event of any conflict between the provisions of this Agreement, on the one hand, and the provisions of any of the Pari Passu Note Documents, on the other hand, the provisions of this Agreement shall govern and control.

Senior Note Indentures. Neither the Company nor any Subsidiary shall be a party to any Senior Note Indenture that contains a restriction on the creation of Liens, or a requirement of equal and ratable sharing of Liens, if any, that is more restrictive than the analogous provision of the 1998 Senior Note Indenture, the 2007 Convertible Note Indenture, the 2012 Convertible Note Indenture or the 2017 Convertible Note Indenture.

Treatment under Note. Failure to observe or perform any covenant, condition or agreement in Section 4(c), Section 4(d) or Section 4(f) shall be an Event of Default under Section 5(d) of the Note and with respect to any other covenant herein, shall be, following expiration of applicable cure periods, an Event of Default under Section 5(e) of the Note.

Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company such principal amount of Note as is set forth immediately below the Buyer’s name on the signature pages hereto, subject to the express terms of the Note. In connection with the funding of the Note, the Company shall issue to Buyer on the Closing Date, as a commitment fee, 40,000 shares of its common stock (the “Returnable Shares”), as further provided in the Note. In connection with the issuance of the Note, the Company shall also issue a common stock purchase warrant for the purchase of 28,200 shares of the Company’s common stock (the “Warrant”) pursuant to the terms therein. The Warrant shall be deemed earned in full as of the Closing Date.