Prohibited Conduct. In consideration of the grant by the Company of the RSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on [Annex A] to this Agreement. [Annex A] to this Agreement is part of this Agreement.

Prohibited Conduct. During the period of your employment with the Company or any Related Company, and for a period ending twelve (12) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Human Resources Officer of Verizon (or her or his designee):

Prohibited ​-District Payments. Each ​-District ​ hereby agrees that in the event any Obligor makes any payment to any ​-District ​ or any Affiliate thereof (including any payment received as proceeds of any Collateral for the ​-District Debt), or any other distribution of any property, on account of any ​-District Debt which payment or other distribution is # in excess of the amount of any payment or distribution which such ​-District ​ is permitted to receive under the terms of this Agreement at the time such payment or distribution is received or # expressly prohibited under this Agreement (collectively, “Prohibited ​-District Payments”), such ​-District ​ will # notify Aegis of the occurrence of such Prohibited ​-District Payment promptly and in no event later than three (3) Business Days of the occurrence of such Prohibited ​-District Payment, and # the ​-District Creditors shall be required to cure such Prohibited ​-District Payment, in cooperation with Aegis, such that the full amount of the Prohibited ​-District Payment will be re-distributed as follows: # First, to the ​-District Creditors, in an amount up to the portion of such Prohibited ​-District Payment, if any, which would have constituted a Permitted ​-District Payment if such portion had been the only payment, distribution or recovery received by such ​-District ​ or its Affiliate on account of the ​-District Debt on the date such Prohibited ​-District Payment occurred, as payment against the outstanding ​-District Debt due and payable and permitted to be paid under this Agreement (at the time the Prohibited ​-District Payment was received); # Second, to Aegis, in an amount up to the remaining portion of such Prohibited ​-District Payment, if any, that would have constituted a Permitted Aegis Payment if such payment had been made to Aegis (instead of to the ​-District ​ or the Affiliate thereof whose receipt thereof constituted a Prohibited ​-District Payment), as payment against the outstanding Aegis Debt due and payable and permitted to be paid under this Agreement (determined as of the time the Prohibited ​-District Payment was received); # Third, # to Aegis and the ​-District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the ​-District Creditors, or # solely to the extent the Prohibited ​-District Payment constitutes Net Cash Proceeds of an Other Prepayment Event or Spirits Business Net Cash Proceeds of a Permitted Sale, to Aegis and the ​ District Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Aegis and the ​-District Creditors.

Prohibited Signs. Signs consisting of moving, swinging, rotating, flashing, blinking, scintillating, fluctuating or otherwise animated light are prohibited. Off-premise signs or any sign installed for the purpose of advertising a product, event, person, or subject other than Tenant’s Permitted Use are prohibited, without prior written consent of the Landlord.

Prohibited Disclosure. At no time during the Term of this Agreement or after the date that this Agreement shall terminate shall PTG or Provider or Provider Professionals or any other employees or agents of PTG or Provider, disclose to anyone, other than its attorneys, accountants, or other financial advisors, any financial or proprietary information (the “Confidential Information”) of Manager or of Provider. PTG and Provider each agrees that it will not disclose any Confidential Information of Manager without Manager’s express written authorization, such Confidential Information will not be used in any way directly or indirectly detrimental to Manager, and PTG and Provider will keep the Confidential Information of Manager confidential and will ensure that its advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that Provider may disclose Confidential Information to those of its representatives who need to know Confidential Information for the purposes of this Agreement, provided that Provider shall inform its representatives of the confidential nature of the Confidential Information. PTG and Provider agree to be responsible for any breach of this Section by its advisors or representatives. This provision shall survive termination of this Agreement.

Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which final unappealed judgment beyond the right of appeal is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local laws.

Repricing Prohibited. Subject to the anti-dilution adjustment provisions contained in [Section 4.2], without the prior approval of the Company’s shareholders, evidenced by a majority of votes cast, neither the Committee nor the Board shall cause the cancellation, substitution or amendment of a Stock Option that would have the effect of reducing the exercise price of such Stock Option previously granted under the Plan, or otherwise approve any modification to such Stock Option that would be treated as a “repricing” under the then applicable rules, regulations or listing requirements adopted by the New York Stock Exchange.

Certain Limitations. In addition to other acts expressly prohibited by this Agreement or by the Law, the General Partner shall not have any authority to:

Acceleration Generally Prohibited. No acceleration of payments under the Plan shall be permitted except as authorized by the Regulations. Without limiting the generality of the foregoing:

Certain Actions Prohibited. The Company will not, by amendment of its charter or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed by it hereunder, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant.