direct or indirect parent thereof or the IPO Entity) shall otherwise be permitted pursuant to this [Section 6.04];

. “1st Milestone Shares” means 29,000 (twenty nine thousand) Preferred Shares or IPO Shares, as the case may be.

In order to induce the Company and the ​ to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:

Cultural Transformation: Guide the transformational change in services from start-up to post-IPO maturity as the company grows.

the proceeds of which will be used to pay (or make Restricted Payments to allow any direct or indirect parent thereof to pay) operating costs and expenses (including, following the consummation of a Qualifying IPO, Public Company Costs) of Holdings or its direct or indirect parents thereof which do not own other Subsidiaries besides Holdings, its Subsidiaries and any other direct or indirect parents of Holdings incurred in the ordinary course of business and other corporate overhead costs and expenses (including administrative, legal, accounting and similar expenses provided by third parties), which are reasonable and customary and incurred in the ordinary course of business, attributable to the ownership or operations of the ​ and its Subsidiaries;

Qualifying Termination or Change in Control. If a Qualifying Termination (as defined below) or a Change in Control (as defined below) occurs, in each case prior to the Vesting Date, and if you have not previously forfeited your Award under Section 4, one hundred percent (100%) of all Restricted Stock Units shall vest on the date of your Qualifying Termination or the Change in Control, as applicable.

Qualifying Termination Following Change in Control. In the event your employment is terminated by reason of a Qualifying Termination during the Protected Period following a Change in Control, the Restricted Period and all remaining restrictions shall expire and the RSUs shall be deemed fully vested.

“Non-Qualifying Bank” means any Person who does not qualify as a Qualifying Bank.

“IPO Underwriter” means each Person named as an underwriter in [Schedule A] to the Underwriting Agreement who purchased Common Units pursuant thereto.

Holdings, Intermediate Holdings and its Subsidiaries may undertake or consummate any IPO Reorganization Transactions or any transaction related thereto or contemplated thereby.