Sale of Option Shares to Offeror. The Participant may, for 60 days after the expiration of the 15-day option period as set forth in Section 15(a), sell to the Offeror, pursuant to the terms of the Offer, any or all of such Company Option Shares not purchased or agreed to be purchased by [[Organization A:Organization]] or its assignee; provided, however, that the Participant shall not sell such Option Shares to such Offeror if such Offeror is a competitor of [[Organization A:Organization]] and [[Organization A:Organization]] gives written notice to the Participant, within 15 days of its receipt of the Option Notice, stating that the Participant shall not sell his or her Option Shares to such Offeror; and provided, further, that prior to the sale of such Option Shares to an Offeror, such Offeror shall execute an agreement with [[Organization A:Organization]] pursuant to which such Offeror agrees to be subject to the restrictions set forth in this Section 15. If any or all of such Option Shares are not sold pursuant to an Offer within the time permitted above, the unsold Option Shares shall remain subject to the terms of this Section 15.

Exercise of Right. Option Shares may not be transferred without [[Organization A:Organization]]’s written consent except by will, by the laws of descent and distribution or in accordance with the further provisions of this Section 15. If the Participant desires to transfer all or any part of the Option Shares to any person other than [[Organization A:Organization]] (an “Offeror”), the Participant shall: # obtain in writing an irrevocable and unconditional bona fide offer (the “Offer”) for the purchase thereof from the Offeror; and # give written notice (the “Option Notice”) to [[Organization A:Organization]] setting forth the Participant’s desire to transfer such shares, which Option Notice shall be accompanied by a photocopy of the Offer and shall set forth at least the name and address of the Offeror and the price and terms of the Offer. Upon receipt of the Option Notice, [[Organization A:Organization]] shall have an assignable option to purchase any or all of such Option Shares (the “Company Option Shares”) specified in the Option Notice, such option to be exercisable by giving, within

SALE OF SHARES. A Participant may sell all or a portion of the shares credited to his or her account. There is a $15.00 transaction fee and $0.12 cents commission for each share sold. Sales are usually done on a daily basis. If the sale request is received by 4pm via the toll free number or online, or by 12 noon by direct mail, the sale will be done on the next business day shares are traded. Any requests received after 4pm or 12 noon will be processed the following business day. A check for the proceeds of the sale will be mailed to the Participant at the address of record. Participants will receive form 1099b at the end of the year for tax reporting.

Sale of Shares. On the basis of the representations, warranties and agreements herein contained, but subject to the terms and conditions herein set forth, # the Selling Stockholder may sell Shares through the Agent, acting as sales agent, or directly to the Agent, acting as principal, by means of ordinary brokers’ transactions on the Principal Market or otherwise at market prices prevailing at the time of sale, at prices related to prevailing market prices or at negotiated prices and # the Forward Purchaser may sell Forward Hedge Shares in accordance with Section 3(e).

Buyout. If either # HLTT gives notice of Abandonment to PTG that is not followed by a Reversion or # within three years after commencement of a Reversion, HWC has not achieved a Cash Flow Positive period at any time, then at any time thereafter (if but only if HWC has not at any time achieved a Cash Flow Positive period) either HLTT or PTG (the “Offeror”) may give written notice to the other (the “Recipient”) of a “Buyout”. The notice of Buyout shall state a per common share price (applicable to convertible securities on an as-converted basis) at which the Offeror offers to both # purchase the HWC securities owned by the Recipient, and # sell to the Recipient the HWC shares owned by the Offeror, at the option of the Recipient. Within forty days after receipt of the notice of Buyout, the Recipient will respond in writing stating its choice to purchase the Offeror’s shares or sell the Recipient’s shares at the price set forth in the notice of Buyout. If the Recipient fails to respond in writing within forty days, then the Recipient will be deemed to have agreed to sell its HWC shares to the Offeror. The closing of the purchase and sale will take place at the executive offices of HWC on the thirtieth day after Offeror receives Recipient’s notice (or seventy days after notice of Buyout was given, if the Recipient fails to respond) or the first business day thereafter. At the closing, the seller will deliver a stock power and certificate (if issued) transferring its HWC shares to the buyer, and the buyer will deliver the purchase price. Unless otherwise agreed by the parties, the purchase price may be paid in cash or in any combination of cash (not less than twenty percent of the purchase price) and promissory note. Unless otherwise agreed to by the parties, the promissory note shall:

Notification upon Sale of Shares. Each employee agrees, by participating in the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such disposition occurs within two years after the date of grant of the Purchase Right pursuant to which such shares were purchased.

Purchase and Sale of Shares. Subject to the terms of this Agreement, Purchaser agrees to purchase from the Corporation, and the Corporation agrees to sell and issue to Purchaser, 1,289,513 shares of the Corporation’s Common Stock (the “Purchased Shares”) for the purchase price of $28.66 per share (the “Purchase Price”) or an aggregate purchase price of $36,957,442.58 (the “Subscription Amount”).

Issuance and Sale of Shares. The Company agrees that, from time to time during the term of this Agreement, on the terms and subject to the conditions set forth herein, it may issue and sell through Cowen, acting as agent and/or principal, shares (the “Placement Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $75,000,000. Notwithstanding anything to the contrary contained herein, the parties hereto agree that compliance with the limitation set forth in this Section 1 on the number of shares of Common Stock issued and sold under this Agreement shall be the sole responsibility of the Company, and Cowen shall have no obligation in connection with such compliance. The issuance and sale of Common Stock through Cowen will be effected pursuant to the Registration Statement (as defined below) filed by the Company and declared effective by the Securities and Exchange Commission (the “Commission”), although nothing in this Agreement shall be construed as requiring the Company to use the Registration Statement (as defined below) to issue the Common Stock.

Subject to the terms and conditions of this Agreement, at the Closing Time, the Depositary shall sell, assign and transfer to Buyer all the Sale Shares, free and clear of any lien, claim, charge, encumbrance, security interest, mortgage or adverse claim created by the Depositary, and Buyer shall purchase, acquire and accept the Sale Shares from the Depositary in exchange for the Aggregate Consideration.

Sale. If a Grantee’s employment is terminated during the Award Period and the Company determines that such termination resulted from the sale of his or her subsidiary, division or joint venture, the following portion of this PSU Award will be distributed at such time as it would have been paid if employment had continued, based on the Final Award: one third if employment terminates on or after the Grant Date but before the first anniversary of the Award Period thereof; and all if employment terminates on or after the first anniversary of the first day of the Award Period. The remainder will be forfeited on the date a Grantee’s employment ends.