“Remediation Period” means a two (2) successive full calendar quarter period beginning after the occurrence of either a Level 1 Collateral Event or a Level 2 Collateral Event throughout which Ethan Allen Interior Inc.’s # Tangible Net Worth exceeds * and # Working Capital exceeds * . Notwithstanding the foregoing, the parties may mutually agree that a Remediation Period has been completed.

Transition Period. The five-year period from ​ to ​.

Reference is hereby made to the Credit Agreement dated as of ​ (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among Riley Exploration – Permian, LLC, as Borrower, ​, as Administrative Agent, and each lender from time to time party thereto.

Restricted Period. During the Restricted Period, the Participant may not sell, assign, transfer, or otherwise dispose of, or mortgage, pledge or otherwise encumber the Award, and any such attempted sale, assignment, transfer, pledge or disposal shall be void. Except as provided under paragraph 2, the Award, including any accrued dividend equivalents, shall be subject to forfeiture until the end of the Restricted Period. Participant becomes 100% vested in the number of PRSUs earned based on attainment of the Performance Goal at the end of the Restricted Period as approved and authorized by the Committee.

Restricted Period. Employee agrees that Employee will not, directly or indirectly, engage in any of the Restricted Activities within the Restricted Area during the Restricted Period. For purposes of this Agreement, the “Restricted Period” shall mean the term of Employee’s employment with Employer, including the Initial Term and any Extension Period, and thereafter until the later of # the expiration of the two (2) -year period following the termination of such employment or # if such employment is terminated pursuant to [Section 8(d)(ii)] or [Section 8(d)(iii)] of this Agreement, the expiration of the two and one-half (2.5) year period following the termination of such employment (the “Restricted Period”), provided, however, that the foregoing shall not prohibit or restrict Employee from engaging in the practice of law.

Fiscal Period. This Plan shall be operated on the basis of a January 1 to December 31 fiscal year for the purpose of keeping the Plan’s books and records and distributing or filing any reports or returns required by law.

The following terms shall apply during the Transition Period, conditioned upon Executive’s continued employment during that time:

Restriction Period. At the time a Restricted Stock or Restricted Stock Units Award is granted, CLC shall establish a Restriction Period applicable to such Award which shall be not less than three years. Each Restricted Stock or Restricted Stock Units Award may have a different Restriction Period. All Restricted Stock Units granted after ​ shall have a mandatory Restriction Period, except in the case of death, if the Restriction Period has not lapsed as of the day prior to a termination of employment, of six calendar months from the day of termination of employment.

Computation Period. Interest on the Loans and all other amounts payable by Borrower hereunder on a per annum basis shall be computed on the basis of a 360-day year and the actual number of days elapsed (including the first day but excluding the last day) unless such calculation would result in a usurious rate, in which case interest shall be calculated on the basis of a 365-day year or 366-day year, as the case may be. In computing the number of days during which interest accrues, the day on which funds are initially advanced shall be included regardless of the time of day such advance is made, and the day on which funds are repaid shall be included unless repayment is credited prior to the close of business on the Business Day received. Each determination by Administrative Agent of an interest rate or fee hereunder shall be conclusive and binding for all purposes, absent manifest error.

Retention Period. If and when a Change in Control occurs, ​ will continue to employ Employee and Employee will continue in the employ of ​ during the period (the “Retention Period”) that begins on the first date on which a Change in Control occurs (the “Change in Control Date”) and ends at the close of business on the second anniversary of the Change in Control Date, except that Employee’s employment may be terminated during the Retention Period as provided in [Section 5] below.

Holding Period. As a condition to participation in the Plan, each Participant agrees not to sell or otherwise dispose of such shares for a period of at least one (1) year following the Purchase Date, as defined below, for such shares without the prior written consent of the Committee, unless the sale or disposition is pursuant to termination of employment under [Section 12] of the Plan below.

Lender’s agreement to forbear from exercising any rights or remedies against Borrower with respect to collection of the ​ Interest Payment in accordance with this Agreement shall commence as of the date on which Borrower has complied with all of the preconditions to forbearance set forth in [Section 3] of this Agreement and shall continue until the earlier of # ​ Eastern Time, ​ or # the occurrence of an Event of Default under the Credit Agreement (the “Forbearance Period”). During the Forbearance Period, Lender agrees to continue to forbear from exercising any right or remedy against Borrower with respect to collection of the ​ Interest Payment only. Lender’s agreement contained herein shall not nullify, extinguish, satisfy, release, discharge or otherwise affect Borrower’s obligations to Lender, or constitute a waiver of any Event of Default. Borrower acknowledges and agrees that there is no promise, express or implied, on the part of Lender to forebear beyond the expiration or termination of the Forbearance Period provided herein, and Borrower further agrees that if any of the terms or conditions of this Agreement are not satisfied within the sole discretion of Lender or any further Event of Default (other than failure to timely make the ​ Interest Payment) occurs, Lender’s agreement to forbear shall, at the election of Lender, immediately terminate and Lender shall have all of its rights and remedies. Borrower further acknowledges and agrees that if Lender elects not to terminate its agreement to forbear upon the occurrence of Event of Default, such election shall not constitute a “course of dealing” or be deemed to be a waiver of any rights of Lender to take action in respect of any further Event of Default. Nothing herein shall be construed as an agreement by Lender to forbear from asserting any affirmative defense, cross claim, counterclaim or third party claim in any action or proceeding that is currently pending or may hereafter be commenced. Further, nothing herein shall be construed as an agreement by Lender to forbear from taking any action it deems necessary to protect its security interests and lien in, to and on the Collateral. Upon expiration or termination of the Forbearance Period Lender shall be free to exercise any right or remedy to which Lender heretofore or hereafter shall be entitled without regard to this Agreement.

To the extent that the transactions contemplated herein are subject to ISRA, the Parties each agree: # to cooperate to complete and execute a General Information Notice as required by ISRA for each such transaction, such General Information Notice to be submitted to the NJDEP by ​ no later than five days after the execution of this Agreement; # to cooperate to complete and execute an ISRA Remediation Certification pursuant to ISRA including the required Remediation Cost Review and Remediation Funding Source/Financial Assurance forms, for each such transaction, such documentation to be submitted to the NJDEP by ​ on or before Closing; # that ​ shall be responsible for obtaining the Remediation Cost Review and Remediation Funding Source/Financial Assurances required to be submitted; # that, after Closing, the applicable Subject Company, and as between ​ and ​, ​, shall be responsible for otherwise complying with ISRA, including conducting a Preliminary Assessment and engaging a Licensed Site Remediation Professional within the timeframe required and any and all additional required site investigations and remediation thereunder; and # to cooperate, at that Party’s own expense, in the application for any ISRA exemptions from NJDEP and/or in providing any information to each other and/or executing any additional documentation required for compliance with ISRA.

5.1During the Restricted Period and any Interim Period, without the prior written consent of the Purchaser:

Either party may terminate this Agreement if the other party commits a material breach of this Agreement that remains uncured thirty (30) days after written notice detailing such breach is delivered to such breaching party, including but not limited to Seller’s failure to timely repay the Advance. In the event Buyer terminates this Agreement due to Seller’s material breach, Buyer may terminate this Agreement, in whole or in part, including any or all POs issued hereunder, without liability consistent with the foregoing and the rights set forth in [Section 11] of the GEE Purchase Terms, attached as [Appendix 3]. Any failure by Seller to deliver Components to the Storage Facility in accordance with the schedule identified at the time a PO is accepted shall not be deemed a material breach of this Agreement [...​...] after such due date. In the event that Buyer provides notice of a material breach to Seller for late delivery of components, Seller will deliver to Buyer a written plan for the remediation of the material breach, for late delivery (“Late Delivery Remediation Plan”) which will include a date by which Seller plans to fully remediate such material breach (the “Late Delivery Remediation Target Date”). In the case of a failure by Seller to deliver Components to the Storage Facility in accordance with the schedule identified at the time a PO is accepted that continues for [...​...], such Late Delivery Remediation Target Date shall be [...​...]. Buyer must then accept or reject Seller’s Late Delivery Remediation Plan in writing. If Buyer accepts Seller’s Late Delivery Remediation Plan, Buyer’s right to terminate this Agreement and/or recover damages with respect to the material breach for late delivery will be tolled until the Remediation Target Date; and if actual, full remediation of the material breach for late delivery is achieved, then Buyer’s right to terminate this Agreement and/or recover damages with respect to such material breach shall terminate. If Buyer rejects Seller’s Late Delivery Remediation Plan, the parties must then undertake to resolve the breach and any related conflict pursuant to the conflict resolution procedures of this Agreement, which will toll Buyer’s right to terminate this Agreement and/or recover damages with respect to the material breach until completion of the conflict resolution procedures. If Buyer does not respond to Seller’s Late Delivery Remediation Plan within ten (10) days of its proposal, Buyer will be deemed to have accepted Seller’s Late Delivery Remediation Plan. In the case of a failure by Seller to deliver Components to the Storage Facility in accordance with the schedule identified at the time a PO is accepted that continues for [...​...], if Seller fails to fully remediate its failure to deliver Components by the Late Delivery Remediation Target Date, then [...​...], the Buyer may elect in a writing delivered to Seller to terminate this Agreement.

First Refusal Right Period; Put Right Period. The First Refusal Right may be exercised by the Company at any time during the period beginning on the date of the Closing and ending on the date which is eighteen (18) months following such date (“First Refusal Right Period”). The Put Right may be exercised by the Shareholders one time, no later than the three (3) year anniversary of the Closing.

Benchmark Unavailability Period. Upon the Borrower’s receipt of notice of the commencement of a Benchmark Unavailability Period with respect to a Benchmark for Dollars, the Borrower may revoke any request for a SOFR Borrowing of, conversion to or continuation of SOFR Loans to be made, converted or continued during any Benchmark Unavailability Period and, failing that, the Borrower will be deemed to have converted any such request into a request for a Borrowing of or conversion to ABR Loans. With respect to amounts denominated in Dollars, during any Benchmark Unavailability Period or at any time that a tenor for the then current Benchmark is not an Available Tenor, to the extent a component of the Alternate Base Rate is based upon the then current Benchmark or such tenor for such Benchmark, as applicable, such Benchmark or tenor will not be used in any determination of the Alternate Base Rate. Upon the commencement of a Benchmark Unavailability Period with respect to a Benchmark for any Agreed Foreign Currency, the obligation of the ​ to make or maintain Loans referencing such Benchmark in such Agreed Foreign Currency shall be suspended (to the extent of the affected Borrowings or Interest Periods) and any outstanding affected Loans denominated in an Agreed Foreign Currency shall be prepaid in full at the end of the applicable Interest Period; provided, however, if such Loan is not so prepaid, it shall be converted to an ABR Loan (in an amount equal to the Dollar Equivalent of such Loan).

Lock-Up Period. Participant hereby agrees that Participant shall not offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any Common Stock (or other securities) of the Company or enter into any swap, hedging or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of any Common Stock (or other securities) of the Company held by Participant (other than those included in the registration) for a period specified by the representative of the underwriters of Common Stock (or other securities) of the Company not to exceed one hundred and eighty (180) days following the effective date of any registration statement of the Company filed under the Securities Act (or such other period as may be requested by the Company or the underwriters to accommodate regulatory restrictions on # the publication or other distribution of research reports and # analyst recommendations and opinions, including, but not limited to, the restrictions contained in NASD Rule 2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto).

Minimum Vesting Period. The vesting period for each Award granted under the Plan, other than an Excepted Award (as defined below), must be at least equal to the Minimum Vesting Period; provided, however, nothing in this [Section 2(g)] shall limit the Administrator’s authority to accelerate the vesting of Awards as set forth in [Section 2(b)(v)] above; and, provided further, notwithstanding the foregoing, # up to 5% of the shares of Stock authorized for issuance under the Plan may be utilized for Unrestricted Stock Awards or other Awards with a vesting period that is less than the Minimum Vesting Period, # Awards may be granted as substitute Awards in replacement of other Awards (or awards previously granted by an entity being acquired (or assets of which are being acquired)) that were scheduled to vest within the Minimum Vesting Period or # Awards may be granted in connection with an elective deferral of cash compensation that, absent a deferral election, otherwise would have been paid to the grantee within the Minimum Vesting Period (each such Award, an “Excepted Award”).