The holders of Series A Preferred shall have the right to convert the Series A Preferred, at any time, into shares of common stock of the Company on a one-to-ten basis, as adjusted for stock splits, stock dividends, recapitalizations and the like.

Business Combinations. In addition to the rights and obligations of the Committee to modify, adjust or accelerate exercisability of outstanding options, in the event that, while any Stock Options, Stock Appreciation Rights, Performance Units or Restricted Shares are outstanding under the Plan, there shall occur # a merger or consolidation of the Company with or into another corporation in which the Company shall not be the surviving corporation (for purposes of this [Section 1.11], the Company shall not be deemed the surviving corporation in any such transaction if, as the result thereof, the existing shareholders of the Company hold less than 51% of the outstanding stock of the Company), # a dissolution of the Company, or # a transfer of all or substantially all of the assets or shares of stock of the Company in one transaction or a series of related transactions to one or more other persons or entities (any of the foregoing events as described in [(i)-(iii) above], a “Change of Control”), then, with respect to each Stock Option, Stock Appreciation Right, Performance Unit and share of Restricted Stock outstanding immediately prior to the consummation of such transaction and without the necessity of any action by the Committee:

Adjustments and Corporate Reorganizations. If the outstanding Interests subject to this Option Agreement are increased or decreased, or are changed into or exchanged for a different number or kind of interests or securities or other forms of property (including cash) or rights, as a result of one or more reorganizations, recapitalization, spin-offs, stock splits, reverse stock splits, stock dividends or the like, appropriate adjustments shall be made in the exercise price and number of Interests.

Share Adjustments. If there are any changes in the number or value of shares of Common Shares by reason of stock dividends, stock splits, reverse stock splits, recapitalizations, mergers or other events as stated in [Article 10] of the LTIP, then proportionate adjustments shall be made to the number of shares of Common Stock # issued pursuant to [Section 1] and # covered by an unvested grant of restricted stock, in order to prevent dilution or enlargement of rights. This provision does not, however, authorize the delivery of fractional Common Shares under the LTIP.

Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party. No specific representation or warranty shall limit the generality or applicability of a more general representation or warranty. Each and every reference to share prices, shares of Common Stock and any other numbers in this Agreement that relate to the Common Stock shall be automatically adjusted for any stock splits, stock dividends, stock combinations, recapitalizations or other similar transactions that occur with respect to the Common Stock after the date of this Agreement. It is expressly understood and agreed that for all purposes of this Agreement, and without implication that the contrary would otherwise be true, neither transactions nor purchases nor sales shall include the location and/or reservation of borrowable shares of Common Stock.

Effective only upon, and subject to, such time as ​ ceases collectively to Beneficially Own an aggregate Net Long Position of at least the lesser of (i) 1,853,974 shares of Common Stock (subject to adjustment for stock splits, reclassifications, combinations and similar adjustments) and (ii) 5% of the shares of Common Stock then outstanding, I hereby resign from my position as a director of the Company and from any and all committees of the Board on which I serve.

In the event of share dividends or share splits, the subscription price per new Share shall be zero.

Dividends on Restricted Stock. During the Period of Restriction, the Participant shall be entitled to receive any cash dividends paid with respect to the Shares of Restricted Stock regardless of whether the Period of Restriction has not lapsed. All stock dividends paid with respect to Shares of Restricted Stock shall be # added to the Restricted Stock, and # subject to all of the terms and conditions of this Agreement and the Plan.

“Initial Public Offering” means the sale of shares of Common Stock in the Company’s first firm commitment underwritten public offering pursuant to a Registration Statement at a price to the public of at least ​ per share (adjusted for stock splits, stock dividends and similar events) and an aggregate offering price of at least ​ (based on the market price or fair value at the time of such offering).

“Total shareholder return” or “TSR” shall equal the quotient of ((X – Y) + Z) / Y, where X equals the average closing price of a share of stock during ​, including any dividends paid on a share of stock in the underlying entity reinvested on the ex-dividend date, Y equals the average closing price of a share of stock during ​, including any dividends paid on a share of stock in the underlying entity reinvested on the ex-dividend date, and Z equals the total value of dividends paid on a share of stock during the period from the start of the beginning average period through the end of the Performance Period as if reinvested on the ex-dividend date, subject to adjustments for stock splits and other similar events.