Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement # filed in connection with any employee stock option or other benefit plan on Form S-8, # for a dividend reinvestment plan or # in connection with a merger or acquisition, then the Company shall # give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and # offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy-Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

Piggy Back Registration Rights. If at any time during the Effectiveness Period there is no effective Registration Statement covering all of the Shares then issued and outstanding and the ​ shall determine to prepare and file with the Commission a registration statement relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities, other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection with the stock option or other employee benefit plans, then the ​ shall include in such registration statement all of such Shares. For clarity, the provisions of this [Section 6(h)] shall require that the ​ include the Shares to be issued pursuant to Section of the Securities Purchase Agreement on the first registration statement it files following the date hereof.

Pursuant to its general authority to determine the terms and conditions applicable to Awards under the Plan, the Administrator shall have the right to provide, in the terms of Awards made under the Plan, or to require a Participant to agree by separate written or electronic instrument, that: # any proceeds, gains or other economic benefit actually or constructively received by the Participant upon any receipt or exercise of the Award, or upon the receipt or resale of any Shares underlying the Award, must be paid to the Company, and # the Award shall terminate and any unexercised portion of the Award (whether or not vested) shall be forfeited, if # a Termination of Service occurs prior to a specified date, or within a specified time period following receipt or exercise of the Award, # the Participant at any time, or during a specified time period, engages in any activity in competition with the Company, or which is inimical, contrary or harmful to the interests of the Company, as further defined by the Administrator or # the Participant incurs a Termination of Service for cause; and

Section # Back-Up Rights of Issuer. If a Back-Up Event shall have occurred and be continuing, the Issuer may exercise the rights and remedies with respect to the Collateral of a secured party under the UCC to the extent permitted by applicable law. Notwithstanding any other provision hereof, the Issuer shall have recourse only against the Collateral and not against any Pledgor hereunder.

Revocation of Rights. Upon the occurrence of any of the following, the license granted hereunder shall be immediately revoked and all rights granted to Assignor hereunder shall immediately revert back to Assignor:

It is their mutual intention that the Back Book Assets Closing Date and the Back Book Conversion Date occur no later than ​ (or such other date as mutually agreed to in writing by the Parties). Company shall (and shall cause its Affiliates to) reasonably cooperate with the respective efforts of Bank and the Previous Issuer to consummate the Back Book Assets Closing Date and effect the Back Book Conversion Date no later than ​ (or such other date as mutually agreed to in writing by the Parties) (“Target Back Book Conversion Date”). Bank will use commercially reasonable and good faith efforts to consummate the transactions contemplated by the Back Book Purchase Agreement, including purchasing the Back Book Assets and conducting a simultaneous closing and conversion of the Back Book Assets to Bank’s servicing platform on the Back Book Conversion Date; provided, that Bank’s obligations under this [Section 2.1.1(b)(i)] are subject in all respects to the Previous Issuer’s performance of its obligations and the satisfaction of all conditions applicable to the Previous Issuer under the Back Book Purchase Agreement unless such conditions are waived by Bank (the determination of whether the Previous Issuer has satisfied all conditions applicable to it under the Back Book Purchase Agreement shall be in Bank’s reasonable discretion) and Bank’s rights related thereto. Company shall use commercially reasonable efforts to facilitate the sale of the Back Book Assets to Bank.

All rights granted and/or Shares issued under this Grant Agreement are subject to claw back under the Company policy as in effect from time to time.

“Back Book Conversion” means Bank’s conversion of the Back Book Assets onto Bank’s servicing platform in accordance with the terms of the Back Book Purchase Agreement.

Back pay, within the meaning of Regulation [[section 1.415(c)-2(g)(8)])]])], shall be treated as compensation for the limitation year to which the back pay relates to the extent the back pay represents wages and compensation that would otherwise be included under this definition.

“Back Book Purchase Agreement” means the agreement between Bank and the Previous Issuer to which Bank agrees to purchase the Back Book Assets from the Previous Issuer, and which governs Bank’s and the Previous Issuer’s respective obligations for converting the Back Book Assets to Accounts and Bank’s servicing platform.