Common use of Delivery of Shares Clause in Contracts

Delivery of Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereofOn or before each Settlement Date, the Company will, or will irrevocably instruct cause its transfer agent to issue to, electronically transfer the Shares being sold in an Issuance by crediting the Current Agent’s or its designee’s account (provided the Current Agent shall have given the Company written notice of such designee prior to the Investor legended certificates representing the Shares. (bSettlement Date) Within five (5) business days (at The Depository Trust Company through its Deposit and Withdrawal at Custodian System or by such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date means of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected as may be mutually agreed upon by the Company and the Current Agent which in all cases shall be freely tradable, transferable, registered shares in good deliverable form. On each Settlement Date, the Current Agent will deliver the related Net Proceeds in same day funds to deliveran account designated by the Company prior to the Settlement Date. The Company agrees that if the Company, to or its transfer agent (if applicable), defaults in its obligation to deliver Issuance Shares on a Settlement Date in accordance with copies the terms of this Agreement, the Company agrees that in addition to Investorand in no way limiting the rights and obligations set forth in Section 11(a) an appropriate instruction and opinion Section 11(d) hereof, it will (i) hold the Current Agent harmless against any Loss (as hereinafter defined) (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective default by the Commission and is current Company or its transfer agent (the "Unlegended Shares"); if applicable) and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), pay to the Investor at the address specified in a notice of sale (Current Agent any commission, discount, or other compensation to which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courierit would otherwise have been entitled absent such default; provided, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shareshowever, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, that the Company shall use its best efforts not be obligated to cause its transfer agent so indemnify and reimburse the Current Agent if the Shares are not delivered due to electronically transmit (i) a suspension or material limitation in trading in securities generally on the Unlegended Shares NYSE, the American Stock Exchange or the NASDAQ; (ii) a general moratorium on commercial banking activities declared by crediting either federal or New York State authorities or a material disruption in commercial banking or securities settlement or clearance services in the account United States; (iii) an outbreak or escalation of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemhostilities or acts of terrorism involving the United States or a declaration by the United States of a national emergency or war; or (iv) any other calamity or crisis or any change in financial, political or economic conditions in the United States or elsewhere.

Delivery of Shares. (a) Promptly following As of the delivery date hereof, certificates representing the Restricted Shares may be registered in the name of the Grantee and held by the Investor Company or transferred to a custodian appointed by the Company for the account of the Total Purchase Price for Grantee subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee or Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their forfeiture or reversion to the Company as set forth in Section 2(b) hereof. The Committee may, in its discretion, provide that the Grantee’s ownership of Restricted Shares prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e., a computerized or manual entry) in the records of the Company or its designated agent in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue and subject to the Investor legended certificates representing applicable provisions of the SharesPlan. (b) Within five (5If certificates shall have been issued as permitted in Section 4(a) business days (such third business dayabove, certificates representing Restricted Shares in respect of which the "Delivery Date") after Restricted Period has lapsed pursuant to this Agreement shall be delivered to the business day Grantee upon request following the date on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company restrictions on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Restricted Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwiselapse. (c) In lieu of delivering physical If certificates shall have been issued as permitted in Section 4(a) above, certificates representing Restricted Shares in respect of which the Unlegended Shares, if Restricted Period lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death satisfactory to the Company's transfer agent is participating in . (d) Any certificate representing Restricted Shares shall bear (and confirmation and account statements sent to the Depository Trust Company ("DTC"Grantee with respect to book-entry Shares may bear) Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and in substantially the Investor thereof is not obligated to return such certificate for the placement of a legend thereonfollowing form or substance: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemTRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITES ACT OF 1933 AND UNDER APPLICABLE BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER. THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE CHEFS’ WAREHOUSE, INC. 2011 OMNIBUS EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED SHARE AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND THE CHEFS’ WAREHOUSE, INC. (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.

Delivery of Shares. (a) Promptly following the delivery by the Investor Each of the Total Purchase Price Selling Stockholders, severally and not jointly, with respect to only itself and the Shares to be sold by such Selling Stockholder, represents and warrants that upon payment of the purchase price for the Shares in accordance with Section 1 hereofto be sold by such Selling Stockholder pursuant to this Agreement, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items)Shares, the Company (i) shall deliver, and shall cause legal counsel selected as directed by the Company to deliverUnderwriter, to its transfer agent Cede & Co. (with copies to Investor“Cede”) an appropriate instruction and opinion of or such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address other nominee as may be the Investor's address for notices as contemplated designated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the The Depository Trust Company ("“DTC"”) Fast Automated Securities Transfer program(unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), upon request registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the Investor UCC) of the Underwriter (assuming that neither DTC nor the Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (A) under Section 8-501 of the UCC, the Underwriter will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriter with respect to such security entitlement; for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its compliance charter, by-laws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 8-102 of the UCC, (III) appropriate entries to the accounts of the Underwriter on the records of DTC will have been made pursuant to the UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the provisions contained Shares, maintains any “financial asset” (as defined in this paragraphSection 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, so long as the certificates therefor do not bear a legend rules of such clearing corporation may affect the rights of DTC or such securities intermediaries and the Investor thereof is ownership interest of the Underwriter, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and 8-511(c) of the UCC and (VI) if at any time DTC or other securities intermediary does not obligated have sufficient Shares to return satisfy claims of all of its entitlement holders with respect thereto, then all holders will share pro rata in the Shares then held by DTC or such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemsecurities intermediary.

Delivery of Shares. (a) Promptly following the delivery by the Investor Upon payment of the Total Purchase Price purchase price for the Shares to be sold by the Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to securities accounts (within the meaning of Section 8-501(a) of the UCC) of the Underwriters (assuming that neither DTC nor any such Underwriter has notice of any “adverse claim,” within the meaning of Section 8-105 of the Uniform Commercial Code then in effect in the State of New York (“UCC”), to such Shares), (A) under Section 8-501 of the UCC, the Underwriters will acquire a valid “security entitlement” in respect of such Shares and (B) no action (whether framed in conversion, replevin, constructive trust, equitable lien, or other theory) based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be successfully asserted against the Underwriters with respect to such security entitlement; for purposes of this representation, the Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (I) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (II) DTC will be registered as a “clearing corporation,” within the meaning of Section 1 hereof8-102 of the UCC, the Company will irrevocably instruct its transfer agent to issue (III) appropriate entries to the Investor legended certificates representing accounts of the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company several Underwriters on the same date, the date records of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares DTC will have been made pursuant to the registration statement for UCC, (IV) to the extent DTC, or any other securities intermediary which acts as “clearing corporation” with respect to the Shares; provided that , maintains any “financial asset” (as defined in Section 8-102(a)(9) of the UCC) in a clearing corporation pursuant to Section 8-111 of the UCC, the rules of such registration statement at clearing corporation may affect the time rights of sale has been declared effective by DTC or such securities intermediaries and the Commission ownership interest of the Underwriters, (V) claims of creditors of DTC or any other securities intermediary or clearing corporation may be given priority to the extent set forth in Section 8-511(b) and is current (8-511(c) of the "Unlegended Shares"); UCC and (iiVI) transmit the certificates representing the Unlegended if at any time DTC or other securities intermediary does not have sufficient Shares (together, unless otherwise instructed by the Investor, to satisfy claims of all of its entitlement holders with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating respect thereto then all holders will share pro rata in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return Shares then held by DTC or such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemsecurities intermediary.

Delivery of Shares. If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder such Selling Stockholder will deposit such certificates, promptly upon the later of the execution this Agreement or such Shares becoming certificated, with Xxxxx Fargo Bank, N.A., the transfer agent for the Company’s Common Stock (a) Promptly following the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, from the time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will not be revoked prior to the sales of such Shares hereunder. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery by the Investor of the Total Purchase Price Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 1 hereof, 8-102 of the Company will irrevocably instruct its transfer agent to issue UCC and (z) appropriate entries to the Investor legended certificates representing accounts of the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company Underwriters on the same date, the date records of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares DTC will have been made pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwiseUCC. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. This provision supplements Section 5 of the Performance-Based Restricted Stock Unit Award Agreement: The settlement of the Award upon vesting is conditioned upon the Company obtaining and maintaining all necessary approvals from the People’s Republic of China State Administration of Foreign Exchange (a“SAFE”) Promptly following and any other applicable government entities required to permit the delivery operation of the Plan in China, as determined by the Investor Company it its sole discretion. If or to the extent the Company is unable to obtain or maintain the registration or otherwise comply with applicable regulatory requirements in China, no Shares shall be issued under the Plan. In this case, and notwithstanding Section 5 of the Total Purchase Price for the Shares in accordance with Section 1 hereofPerformance-Based Restricted Stock Unit Award Agreement, the Company will irrevocably instruct its transfer agent retains the discretion to issue settle the Award through local payroll in the form of a cash payment equal to the Investor legended certificates representing fair market value of the Shares. (b) Within five (5) business days (such third business dayShares subject to the vested Earned PSUs on the vesting date, subject to any obligation to satisfy Tax-Related Items; and any references in the Performance-Based Restricted Stock Unit Award Agreement to the issuance of Shares shall not apply to the Participant. To facilitate compliance with any applicable laws and regulations in China, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), Participant agrees that the Company (or a brokerage firm instructed by the Company, if applicable) is entitled to (i) shall deliversell all Shares issued to the Participant at settlement (on the Participant’s behalf and at the Participant’s direction pursuant to this authorization), either at the time of settlement, at the time the Participant ceases employment with the Employer, or at such other time as determined by the Company, and shall cause legal counsel selected (ii) require that any Shares acquired under the Plan be held with a designated brokerage firm until such Shares are sold. The Participant also agrees to sign any agreements, forms and/or consents that may be reasonably requested by the Company (or the Company’s designated brokerage firm) to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon effectuate the sale of the Shares pursuant and acknowledges that neither the Company nor the designated brokerage firm is under any obligation to arrange for such sale of Shares at any particular price (it being understood that the sale will occur at the then-current market price) and that brokerage fees or commissions may be incurred in any such sale. In any event, when Shares acquired under the Plan are sold, the proceeds of the sale of the Shares, less any Tax-Related Items and brokerage fees or commissions, will be remitted to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission Participant in accordance with applicable exchange control laws and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwiseregulations. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. On a date selected by the Company that is within thirty (30) days following the applicable Vesting Date of the RSUs, the Participant shall receive an issuance of the number of shares of Common Stock that correspond to the number of RSUs that have become vested on or prior to the applicable Vesting Date. (the “Original Issuance Date”). If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. In addition, if: (a) Promptly following the delivery Original Issuance Date does not occur (1) during an “open window period” applicable to the Participant, as determined by the Investor of the Total Purchase Price for the Shares Company in accordance with Section the Company’s then-effective policy on trading in Company securities, or (2) on a date when the Participant is otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 hereofunder the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares.and (b) Within five either (51) business days Withholding Taxes (as defined below) do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to be issued to Participant under this RSU, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Participant’s Withholding Taxes in cash, then the shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such third business day, Original Issuance Date and will instead be delivered on the "Delivery Date") after the first business day on when Participant is not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Company has received both Vesting Date occurs, or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the notice date that is the 15th day of sale (by facsimile or other delivery) and the original third calendar month of the applicable year following the year in which the shares of Common Stock certificate (and if under this RSU are no longer subject to a “substantial risk of forfeiture” within the same are not delivered to the Company on the same date, the date meaning of delivery of the second of such itemsTreasury Regulations Section 1.409A-1(d), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereofOn each Settlement Date, the Company will, or will irrevocably instruct cause its transfer agent to issue to, electronically transfer the Placement Shares being sold by crediting the Designated Agent's account or its designee's account (provided that the Designated Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Investor legended certificates representing Settlement Date) at The Canadian Depository for Securities, The Depository Trust Company through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares. (b) Within five (5) business days (such third business day, which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form, the "Delivery Designated Agent will, on each Settlement Date") after , deliver the business related Net Proceeds in same day on which funds delivered to an account designated by the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered prior to the Settlement Date. If the Company defaults in its obligation to deliver Placement Shares on the same date, the date of delivery of the second of such items)a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 12 hereto, it will (i) shall deliverhold the Agents harmless against any loss, claim, damage, or expense (including reasonable and shall cause documented legal counsel selected fees and expenses), as incurred, arising out of or in connection with such default by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit pay to the certificates representing the Unlegended Shares (togetherAgents any commission, unless discount, or other compensation to which it would otherwise instructed by the Investorhave been entitled absent such default; provided, however, that without limiting Section 12 herein, with Common Stock not sold), respect to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different addressii) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereonabove, the Company shall use not be obligated to pay the Agents any commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (A) a suspension or material limitation in trading in securities generally on Nasdaq or the TSX-V; (B) a material disruption in securities settlement or clearance services in the United States or Canada; (C) failure by a Designated Agent to comply with its best efforts obligations under the terms of this Agreement; or (D) if the Company and the Designated Agent agree pursuant to cause its transfer agent to electronically transmit the Unlegended Section 4(b) that no sale of Placement Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemwill take place.

Delivery of Shares. (a) Promptly following The Holder shall not be required to deliver the original of this Warrant in order to effect an exercise hereunder. Execution and delivery by the Investor of a Notice of Exercise with respect to less than all of the Total Purchase Price Shares shall have the same effect as cancellation of the original of this Warrant and issuance of a new Warrant (for the avoidance of doubt, containing the same terms, rights and conditions, as would be contained in a Warrant issued in compliance with Section 1.7) evidencing the right to purchase the remaining number of Shares underlying the Warrant. Execution and delivery of a Notice of Exercise for all of the then-remaining Shares shall have the same effect as cancellation of the original of this Warrant after delivery of the Shares in accordance with Section 1 the terms hereof, . On or before the Company will irrevocably instruct its transfer agent to issue to first (1st) Trading Day following the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day date on which the Company has received both a Notice of Exercise, the notice Company shall transmit by electronic mail an acknowledgment of sale confirmation of receipt of such Notice of Exercise, in the form attached hereto as Appendix 2, to the Holder . On or before the first (by facsimile 1st) Trading Day following the date on which the Company has received such Notice of Exercise (or such earlier date as required pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or other deliveryapplicable law, rule or regulation for the settlement of a trade of such Shares initiated on the applicable Exercise Date), the Company shall (X) provided that the Transfer Agent is participating in FAST and the original Common Stock Company is not otherwise prohibited from delivering the Shares electronically without any restrictive legend pursuant to applicable securities laws upon advice of counsel, upon the request of the Holder, credit such aggregate number of Shares to which the Holder is entitled pursuant to such exercise to the Holder’s (or its designee’s) balance account with DTC through its Deposit/Withdrawal at Custodian system, or (Y) if the Transfer Agent is not participating in FAST and the Company is otherwise unable to deliver the Shares electronically without any restrictive legend pursuant to applicable securities laws upon the advice of counsel, upon the request of the Holder, issue and deliver (via reputable overnight courier or electronic mail, as applicable) to the address as specified in the Notice of Exercise, a certificate (and if which may be an electronic book entry statement), registered in the same name of the Holder or its designee, for the number of Shares to which the Holder shall be entitled pursuant to such exercise. Upon delivery of a Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Shares with respect to which this Warrant has been exercised, irrespective of the date such Shares are not delivered credited to the Company on the same date, Holder’s DTC account or the date of delivery of the second certificates (or electronic book entry statements) evidencing such Shares (as the case may be). Notwithstanding that the Holder shall not be required to deliver or submit this Warrant in order effectuate an exercise, if the original of this Warrant is submitted in connection with an exercise pursuant to this Section 1 and the number of Shares represented by this Warrant is greater than the number of Shares being acquired upon such items)exercise and submission of this Warrant to the Company by the Holder, then, the Company shall as soon as practicable and in no event later than two (2) Business Days after such exercise and submission and at the Company’s own expense, issue and deliver to the Holder (or its designee) a new Warrant (in accordance with Section 1.7) representing the right to purchase a number of Shares equal to (i) the number of Shares purchasable pursuant to this Warrant immediately prior to such exercise under this Warrant, less (ii) the number of Shares with respect to which this Warrant is so exercised. The Company shall deliverpay any and all transfer, stamp, issuance and shall cause legal counsel selected by similar taxes, costs and expenses (including, without limitation, fees and expenses of the Company Transfer Agent) that may be payable with respect to deliver, to its transfer agent (with copies to Investor) an appropriate instruction the issuance and opinion of such counsel, for the delivery of unlegended Shares issuable upon exercise of this Warrant. The Company’s failure to deliver Shares to the sale Holder on or prior to the later of (i) one (1) Trading Day after receipt of the Shares applicable Notice of Exercise (or such earlier date as required pursuant to the registration statement Exchange Act or other applicable law, rule or regulation for the Shares; provided that settlement of a trade of such registration statement at Shares initiated on the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); applicable Exercise Date) and (ii) transmit one (1) Trading Day after the certificates representing Company’s receipt of the Unlegended Shares aggregate Warrant Price (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a or valid notice of sale a Cashless Exercise) (which address may such later date, the “Share Delivery Date”) shall be a breach of this Warrant. From the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing Issue Date through and including the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereonExpiration Date, the Company shall use its best efforts to cause its maintain a transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemthat participates in FAST.

Delivery of Shares. (a) Promptly following the delivery Upon payment by the Investor of the Total Purchase Price Underwriters for the Shares in accordance with Section 1 hereofSecurities to be sold by such Selling Stockholder pursuant to this Agreement, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items)Securities, the Company (i) shall deliver, and shall cause legal counsel selected as directed by the Company to deliverUnderwriters, to its transfer agent Cede & Co. (with copies to Investor“Cede”) an appropriate instruction and opinion of or such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address other nominee as may be the Investor's address for notices as contemplated designated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the The Depository Trust Company ("“DTC") Fast Automated ”), registration of such Securities Transfer programin the name of Cede or such other nominee, upon request and the crediting of such Securities on the books of DTC to securities accounts of the Investor and its compliance with Underwriters (assuming that neither DTC nor any such Underwriter has notice of any adverse claim (within the provisions contained in this paragraphmeaning of Section 8-105 of the UCC) to such Securities), so long as (A) under Section 8-501 of the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereonUCC, the Company shall use Underwriters will acquire a valid security entitlement in respect of the number of shares of the Securities credited to such Underwriter’s securities account maintained by DTC, and (B) no action based on any “adverse claim”, within the meaning of Section 8-102 of the UCC, to such Securities may be asserted against the Underwriters with respect to such security entitlement. For purposes of this representation, such Selling Stockholder may assume that when such payment, delivery and crediting occur, (x) such Securities will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its best efforts charter, bylaws or other organizational document and applicable law, (y) DTC will be registered as a “clearing corporation” within the meaning of Section 8-102 of the UCC, and (z) appropriate entries to cause its transfer agent the accounts of the several Underwriters on the records of DTC will have been made pursuant to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemUCC.

Delivery of Shares. (a) Promptly following On the delivery Closing Date, GigCapital5 shall deposit, or shall cause to be deposited, with a bank or trust company that shall be designated by GigCapital5 and is reasonably satisfactory to the Investor Company (the “Exchange Agent”), for the benefit of the Total Purchase Price Company Equity Securityholders, for the Shares exchange in accordance with Section 1 hereofthis Article III, the Company will irrevocably instruct its transfer agent number of shares of GigCapital5 Common Stock sufficient to issue deliver the aggregate Per Share Merger Consideration payable pursuant to this Agreement (such shares of GigCapital5 Common Stock, the Investor legended certificates representing Merger Consideration Earnout Shares and any dividends or distributions with respect thereto (pursuant to Section 3.02(c)), being hereinafter referred to as the Shares“Exchange Fund”). GigCapital5 shall cause the Exchange Agent pursuant to irrevocable instructions, to pay the Per Share Merger Consideration out of the Exchange Fund in accordance with this Agreement. Except as contemplated by Section 3.02(c) and Section 3.07, the Exchange Fund shall not be used for any other purpose. (b) Within five (5) business days (such third business day, the "Delivery Date") As promptly as practicable after the business day on effectiveness of the Registration Statement, GigCapital5 shall use its reasonable best efforts to cause the Exchange Agent to mail to each holder of Company Common Stock entitled to receive the Per Share Merger Consideration pursuant to Section 3.01: a letter of transmittal, which shall be in a form reasonably acceptable to GigCapital5 and the Company has received both prior to the notice Closing (the “Letter of sale (by facsimile or other deliveryTransmittal”) and shall specify (i) that delivery shall be effected, and risk of loss and title to the original certificates evidencing such shares of Company Common Stock certificate (and if the same are not delivered to the Company on the same date“Certificates”) shall pass, the date of only upon proper delivery of the second Certificates to the Exchange Agent or confirmation of cancellation of such items)Certificates from the Company, the Company (i) shall delivereach, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"a “Transfer Agent Cancellation”); and (ii) transmit instructions for use in effecting the certificates representing surrender of the Unlegended Shares Certificates pursuant to the Letter of Transmittal. Within two (together, unless otherwise instructed 2) Business Days (but in no event prior to the Effective Time) after the surrender to the Exchange Agent of all Certificates held by the Investor, with Common Stock not soldsuch holder for cancellation (or a Transfer Agent Cancellation), to together with a Letter of Transmittal, duly completed and validly executed in accordance with the Investor at the address specified in a notice of sale (which address instructions thereto and such other documents as may be required pursuant to such instructions, the Investor's address for notices holder of such Certificates shall be entitled to receive in exchange therefore, and QTI Holdings shall cause the Exchange Agent to deliver, the Per Share Merger Consideration with respect thereto in accordance with the provisions of Section 3.01, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 6 hereof or 3.02, each Certificate entitled to receive the Per Share Merger Consideration in accordance with Section 3.01(a)(i) shall be deemed at all times after the Effective Time to represent only (A) the right to receive upon such surrender the Per Share Merger Consideration that such holder is entitled to receive in accordance with the provisions of Section 3.01(a)(i) and (B) the contingent right to receive a different address) via express courierportion of the Merger Consideration Earnout Shares, by electronic transfer or otherwiseif, as and when payable in accordance with the provisions of Section 3.07. (c) In lieu No dividends or other distributions declared or made after the Effective Time with respect to the GigCapital5 Common Stock with a record date after the Effective Time shall be paid from the Exchange Fund to the holder of delivering physical any unsurrendered Certificate with respect to the shares of GigCapital5 Common Stock represented thereby until the holder of such Certificate shall surrender such Certificate in accordance with Section 3.02(b). Subject to the effect of escheat, Tax or other applicable Laws, following surrender of any such Certificate, QTI Holdings shall pay or cause to be paid to the holder of the certificates representing shares of GigCapital5 Common Stock issued in exchange therefore, without interest, (i) promptly, but in any event within five (5) Business Days of such surrender, the Unlegended Sharesamount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such shares of GigCapital5 Common Stock, if and (ii) at the Company's transfer agent appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of GigCapital5 Common Stock. (d) The Per Share Merger Consideration and the Merger Consideration Earnout Shares payable upon conversion of the Company Equity Securities in accordance with the terms hereof shall be deemed to have been paid and issued in full satisfaction of all rights pertaining to such Company Equity Securities. (e) The Per Share Merger Consideration shall be adjusted to reflect appropriately the effect of any stock split, reverse stock split, stock dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to GigCapital5 Common Stock occurring on or after the date hereof and prior to the Effective Time. (f) Except as set forth in Section 3.07 hereto, any portion of the Exchange Fund that remains undistributed to the Company Equity Securityholders for one year after the Effective Time shall be delivered to QTI Holdings, upon demand, and any Company Equity Securityholders who have not theretofore complied with this Section 3.02 shall thereafter look only to QTI Holdings for the Per Share Merger Consideration. Any portion of the Exchange Fund remaining unclaimed by the applicable Company Equity Securityholders as of a date which is participating immediately prior to such time as such amounts would otherwise escheat to or become property of any government entity shall, to the extent permitted by applicable law, become the property of QTI Holdings free and clear of any claims or interest of any person previously entitled thereto. (g) None of the Exchange Agent, QTI Holdings or the Surviving Corporation shall be liable to any Company Equity Securityholder for any such Company Equity Securities (or dividends or distributions with respect thereto) or cash delivered to a public official pursuant to any abandoned property, escheat or similar Law in accordance with Section 3.02. (h) Each of the Surviving Corporation and QTI Holdings shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to a person such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax law. To the extent that amounts are so withheld and timely remitted to the appropriate Governmental Authority by the Surviving Corporation or QTI Holdings, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of which such deduction and withholding was made by the Surviving Corporation or QTI Holdings, as the case may be. If the Surviving Corporation or QTI Holdings intends to withhold any Taxes from any amounts payable to holders of equity interests in the Depository Trust Company ("DTC"other than with respect to any withholding) Fast Automated Securities Transfer programon amounts treated as compensation for applicable Tax purposes, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company QTI Holdings shall use its reasonable best efforts to cause its transfer agent provide prior notice of such withholding to electronically transmit the Unlegended Shares Company as soon as reasonably practicable after it determines withholding is required. The Surviving Corporation, QTI Holdings and any Company Equity Securityholder, as applicable, shall reasonably cooperate to reduce or seek an exemption from any withholding, including providing the Person in respect of which such deduction and withholding was made with a reasonable opportunity to provide forms or other evidence that would exempt such amounts from withholding. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by crediting the account person claiming such Certificate to be lost, stolen or destroyed, the Exchange Agent will issue in exchange for such lost, stolen or destroyed Certificate, the Per Share Merger Consideration that such holder is otherwise entitled to receive pursuant to, and in accordance with, the provisions of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemSection 3.01(a)(i).

Delivery of Shares. (a) Promptly following Notwithstanding any provision of this Award Agreement or the delivery Plan to the contrary (other than Section 11 and Section 14(b) hereof and Section 17 of the Plan), the Shares represented by the Investor Restricted Stock Units (or such other consideration as permitted by Section 21(b) of the Total Purchase Price Plan) that have become nonforfeitable shall only be delivered to or on behalf of the Participant (in certificate or electronic form) on the earliest of: (i) the Vesting Date; (ii) the date that the Participant’s Service ceases due to the Participant’s death or Disability; (iii) if the Participant’s Service as an employee is involuntarily terminated by the Company (or successor thereto or Parent Subsidiary), whether or not for the Shares Cause, within two (2) years following a Change in accordance with Section 1 hereofControl, the Company will irrevocably instruct its transfer agent to issue date of such termination; (iv) the date of a Change in Control that occurs after the Date of Grant if such Change in Control constitutes a Qualifying Change in Control and if the Participant’s Service has terminated by reason of Voluntary Retirement on or prior to the Investor legended certificates representing date of such Change in Control; or (v) if the SharesParticipant’s Service has not terminated by reason of Voluntary Retirement on or prior to a Change in Control that occurs after the Date of Grant, as of the earliest of (A) the date that the Participant’s Service terminates by reason of Voluntary Retirement following such Change in Control, (B) the date that the Restricted Stock Units become vested pursuant to Section 21(a) of the Plan or (C) the date that the Administrator exercises its discretion to vest and deliver such Shares (or other consideration) to the Participant pursuant to Section 21(b) of the Plan. (b) Within five (5) business days (The Shares will be delivered without payment from the Participant and without any legend or restrictions, except for such third business dayrestrictions as may be imposed by the Administrator, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not in its sole judgment, under Paragraph 8, provided that no certificates for Shares will be delivered to the Participant until appropriate arrangements have been made with the Company on for the same date, the date withholding of any Taxes which may be due with respect to such Shares. The Company may condition delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, certificates for the delivery of unlegended Shares issuable upon the sale prior receipt from the Participant of the Shares pursuant any undertakings which it may determine are required to the registration statement for the Shares; provided ensure that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, are being issued in compliance with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwisefederal and state securities laws. (c) In lieu The right to payment of delivering physical certificates representing any fractional Shares shall be satisfied in cash, measured by the Unlegended Sharesproduct of the fractional amount times the Fair Market Value of a Share on the Vesting Date (or the date that the cessation of the Participant’s Service due to the Participant’s death or Disability or other date on which the Restricted Stock Units become vested under Section 3, if earlier) determined by the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemAdministrator.

Delivery of Shares. If such Selling Stockholder holds certificates in negotiable form representing the Shares to be sold by such Selling Stockholder such Selling Stockholder will deposit such certificates, promptly upon the later of the execution of this Agreement or such Shares becoming certificated, with Xxxxx Fargo Bank, N.A., the transfer agent for the Company’s Common Stock (a) Promptly following the “Transfer Agent”). Such Selling Stockholder specifically agrees that the Shares represented by the certificates so deposited will, from time to time they are so deposited, be subject to the interests of the Underwriters hereunder, and that the arrangements made by such Selling Stockholder for such deposit will not be revoked prior to the earlier of the sales of such Shares hereunder or the expiration of the Underwriters’ option to purchase the Option Shares. Such Selling Stockholder specifically agrees that the obligations of such Selling Stockholder hereunder shall not be terminated by operation of law by the dissolution of such partnership, corporation or organization, or by the occurrence of any other event. If any such partnership, corporation or similar organization should be dissolved, or if any other such event should occur, before the delivery by the Investor of the Total Purchase Price Shares hereunder, certificates representing such Shares shall be delivered by or on behalf of such Selling Stockholder in accordance with the terms and conditions of this Agreement. If such Selling Stockholder holds the Shares to be sold by such Selling Stockholder in book-entry form, then upon payment of the purchase price for the Shares to be sold by such Selling Stockholder pursuant to this Agreement, delivery of such Shares, as directed by the Underwriters, to Cede & Co. (“Cede”) or such other nominee as may be designated by DTC (unless delivery of such Shares is unnecessary because such Shares are already in possession of Cede or such nominee), registration of such Shares in the name of Cede or such other nominee (unless registration of such Shares is unnecessary because such Shares are already registered in the name of Cede or such nominee), and the crediting of such Shares on the books of DTC to accounts of the Underwriters (assuming that neither DTC nor any Underwriter has “notice of an adverse claim,” within the meaning of Section 8-105 of the UCC, with respect to such Shares), (A) DTC shall be a “protected purchaser” of such Shares within the meaning of Section 8-303 of the UCC and will acquire its interest in the Shares (including, without limitation, all rights that such Selling Stockholder had or has the power to transfer in such Shares) free and clear of any “adverse claim” within the meaning of Section 8-102 of the UCC, (B) under Section 8-501 of the UCC, the Underwriters will acquire a valid security entitlement in respect of such Shares and (C) no action based on any “adverse claim,” within the meaning of Section 8-102 of the UCC, to such Shares may be asserted against the Underwriters with respect to such security entitlement; provided that, for purposes of this representation, such Selling Stockholder may assume that when such payment, delivery (if necessary) and crediting occur, (x) such Shares will have been registered in the name of Cede or another nominee designated by DTC, in each case on the Company’s share registry in accordance with its certificate of incorporation, bylaws and applicable law, (y) DTC will be registered as a “clearing corporation,” within the meaning of Section 1 hereof, 8-102 of the Company will irrevocably instruct its transfer agent to issue UCC and (z) appropriate entries to the Investor legended certificates representing accounts of the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company Underwriters on the same date, the date records of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares DTC will have been made pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwiseUCC. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. On or before the third (a3rd) Promptly Trading Day following the delivery by later of (i) the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day date on which the Company has received both an Exercise Notice or (ii) the notice date on which the Company receives payment of sale the Exercise Price (by facsimile or other delivery) which shall not apply for cashless exercises pursuant to Section 2.3 below), the Company shall transmit an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the original Company’s transfer agent (the “Transfer Agent”). On or before the fifth (5th) Trading Day following the later of (i) the date on which the Company has received such Exercise Notice or (ii) the date on which the Company receives payment of the Exercise Price (such later date, the “Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock certificate to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (and Y) if the same are Transfer Agent is not delivered participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon the later of (i) the date on which the Company has received the Exercise Notice or (ii) the date on which the same dateCompany receives the Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Shares with respect to which this Warrant has been exercised, irrespective of the date such Shares are credited to the Holder’s DTC account or the date of delivery of the second certificates evidencing such Shares (as the case may be). Notwithstanding the foregoing, if a Holder has not received certificates for all Shares prior to the tenth (10th) business day after the Delivery Date with respect to an exercise of such items)any portion of this Warrant for any reason, then Holder shall have the right, but not the obligation, at any time thereafter until receipt of all the Shares relating to the Exercise Notice, to rescind the Exercise Notice by providing notice to the Company (i) the “Rescission Notice”). Upon delivery of a Rescission Notice to the Company, the Holder shall deliver, regain the rights of a Holder of this Warrant with respect to such unexercised portions of this Warrant and shall cause legal counsel selected by the Company shall, as soon as practicable, return such unexercised Warrant to deliverthe Holder or, if the Warrant has not been surrendered, adjust its records to its transfer agent reflect that such portion of this Warrant has not been exercised. For the purposes of this Section 2.2, “Trading Day” means any day on which the Common Stock is traded on the NYSE MKT (with copies to Investor) an appropriate instruction and opinion of such counselthe “Principal Market”), or, if the Principal Market is not the principal trading market for the delivery of unlegended Shares issuable upon Common Stock, then on the sale of principal securities exchange or securities market on which the Shares pursuant to the registration statement for the SharesCommon Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such registration statement at exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of sale has been declared effective by trading on such exchange or market, then during the Commission and is current (the "Unlegended Shares"hour ending at 4:00:00 p.m., New York Time); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. (a) Promptly following As of the delivery date hereof, certificates representing the Restricted Stock may be registered in the name of the Grantee and held by the Investor Company or transferred to a custodian appointed by the Company for the account of the Total Purchase Price for Grantee subject to the Shares terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee or Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their forfeiture or reversion to the Company as set forth in Section 2(b) hereof. The Committee may, in its discretion, provide that the Grantee’s ownership of the Restricted Stock prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e. a computerized or manual entry) in the records of the Company or its designated agent in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue and subject to the Investor legended certificates representing applicable provisions of the SharesPlan. (b) Within five (5If certificates shall have been issued as permitted in Section 4(a) business days (such third business dayabove, certificates representing shares of Restricted Stock in respect of which the "Delivery Date") after Restricted Period has lapsed pursuant to this Agreement shall be delivered to the business day Grantee upon request following the date on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company restrictions on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwiselapse. (c) In lieu of delivering physical If certificates shall have been issued as permitted in Section 4(a) above, certificates representing Shares in respect of which the Unlegended Shares, if Restricted Period lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death satisfactory to the Company's transfer agent is participating in . (d) Any certificate representing shares of Restricted Stock shall bear (and confirmation and account statements sent to the Depository Trust Company ("DTC"Grantee with respect to book-entry Shares may bear) Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and in substantially the Investor thereof is not obligated to return such certificate for the placement of a legend thereonfollowing form or substance: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemTRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITES ACT OF 1933 AND UNDER APPLICABLE BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER. THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE i3 VERTICALS INC. 2020 ACQUISITION EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED STOCK AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED STOCK REPRESENTED HEREBY AND i3 VERTICALS, INC. (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.

Delivery of Shares. (ai) Promptly following The Company shall, upon the delivery by the Investor written request of the Total Purchase Price for Holder, use its best efforts to deliver, or cause to be delivered, the Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver the Shares electronically through the Depository Trust and Clearing Corporation. (ii) To the extent permitted by law, the Company’s obligations to issue and deliver Shares in accordance with Section 1 the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Company will irrevocably instruct its transfer agent recovery of any judgment against any Person or any action to issue enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Investor legended certificates representing Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Shares. (biii) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which If the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts fails to cause its transfer agent to electronically transmit to the Unlegended Holder a certificate or the certificates (either physical or electronic) representing the Shares pursuant to the terms hereof by crediting the account third (3rd) Trading Day after the date on which such certificate is required to be delivered pursuant to Section 4(b), then the Holder will have the right to rescind such conversion. In addition, if after such third (3rd) Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Investor's Prime Broker Common Stock to deliver in satisfaction of a sale by the Holder of the Shares which the Holder anticipated receiving upon such exercise, then the Company shall pay in cash to the Holder the amount, if any, by which the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds the amount obtained by multiplying (i) the number of Shares that the Company was required to deliver to the Holder in connection with DTC through the conversion at issue times (ii) the price at which the sell order giving rise to such purchase obligation was executed. In addition, the Company will, at the option of the Holder, either reinstate the principal and interest under the Note for which the conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its Deposit Withdrawal Agent Commission systemconversion and delivery obligations hereunder. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Shares upon conversion of the Note as required pursuant to the terms hereof. (iv) Issuance of certificates for Shares shall be made without charge to the Holder for any issue or documentary tax in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Company shall bear the cost of any legal opinion, transfer agent fees and related costs in connection with the removal of restricted legend from any certificate representing the Shares. Notwithstanding the foregoing, that in the event certificates for Shares are to be issued in a name other than the name of the Holder, (A) this Note when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and (B) the Company shall not be required to pay any tax that may be payable in respect of any such transfer and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto or the Holder shall have established to the satisfaction of the Company that such tax has been paid.

Delivery of Shares. On a date selected by the Company that is within thirty (30) days following the applicable Vesting Date of the PRSUs, the Participant shall receive an issuance of the number of shares of Common Stock that correspond to the number of PRSUs that have become vested on or prior to the applicable Vesting Date. (the “Original Issuance Date”). If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. In addition, if: (a) Promptly following the delivery Original Issuance Date does not occur (1) during an “open window period” applicable to the Participant, as determined by the Investor of the Total Purchase Price for the Shares Company in accordance with Section the Company’s then-effective policy on trading in Company securities, or (2) on a date when the Participant is otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a previously established written trading plan that meets the requirements of Rule 10b5-1 hereofunder the Exchange Act and was entered into in compliance with the Company’s policies (a “10b5-1 Arrangement”)), the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares.and (b) Within five either (51) business days Withholding Taxes (as defined below) do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to be issued to Participant under this PRSU, and (B) not to permit Participant to enter into a “same day sale” commitment with a broker-dealer (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit Participant to pay the Participant’s Withholding Taxes in cash, then the shares that would otherwise be issued to Participant on the Original Issuance Date will not be delivered on such third business day, Original Issuance Date and will instead be delivered on the "Delivery Date") after the first business day on when Participant is not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year in which the Company has received both Vesting Date occurs, or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the notice date that is the 15th day of sale (by facsimile or other delivery) and the original third calendar month of the applicable year following the year in which the shares of Common Stock certificate (and if under this PRSU are no longer subject to a “substantial risk of forfeiture” within the same are not delivered to the Company on the same date, the date meaning of delivery of the second of such itemsTreasury Regulations Section 1.409A-1(d), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. On or before the third (a3rd) Promptly Trading Day following the delivery by later of (i) the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day date on which the Company has received both an Exercise Notice or (ii) the notice date on which the Company receives payment of sale the Exercise Price (by facsimile or other delivery) which shall not apply for cashless exercises pursuant to Section 2.3 below), the Company shall transmit an acknowledgment of confirmation of receipt of such Exercise Notice to the Holder and the original Company’s transfer agent (the “Transfer Agent”). On or before the fifth (5th) Trading Day following the later of (i) the date on which the Company has received such Exercise Notice or (ii) the date on which the Company receives the Exercise Price (such later date, the “Delivery Date”), the Company shall (X) provided that the Transfer Agent is participating in The Depository Trust Company (“DTC”) Fast Automated Securities Transfer Program, upon the request of the Holder, credit such aggregate number of shares of Common Stock certificate to which the Holder is entitled pursuant to such exercise to the Holder’s or its designee’s balance account with DTC through its Deposit/ Withdrawal at Custodian system, or (and Y) if the same are Transfer Agent is not delivered participating in the DTC Fast Automated Securities Transfer Program, issue and deliver to the Holder or, at the Holder’s instruction pursuant to the Exercise Notice, the Holder’s agent or designee, in each case, sent by reputable overnight courier to the address as specified in the applicable Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee (as indicated in the applicable Exercise Notice), for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise. Upon the later of (i) the date on which the Company has received the Exercise Notice or (ii) the date on which the same dateCompany receives the Exercise Price, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date such Warrant Shares are credited to the Holder’s DTC account or the date of delivery of the second certificates evidencing such Warrant Shares (as the case may be). Notwithstanding the foregoing, if a Holder has not received certificates for all Warrant Shares prior to the tenth (10th) business day after the Delivery Date with respect to an exercise of such items)any portion of this Warrant for any reason, then Holder shall have the right, but not the obligation, at any time thereafter until receipt of all the Warrant Shares relating to the Exercise Notice, to rescind the Exercise Notice by providing notice to the Company (i) the “Rescission Notice”). Upon delivery of a Rescission Notice to the Company, the Holder shall deliver, regain the rights of a Holder of this Warrant with respect to such unexercised portions of this Warrant and shall cause legal counsel selected by the Company shall, as soon as practicable, return such unexercised Warrant to deliverthe Holder or, if the Warrant has not been surrendered, adjust its records to its transfer agent reflect that such portion of this Warrant has not been exercised. For the purposes of this Section 2.2, “Trading Day” means any day on which the Common Stock is traded on the NYSE MKT (with copies to Investor) an appropriate instruction and opinion of such counselthe “Principal Market”), or, if the Principal Market is not the principal trading market for the delivery of unlegended Shares issuable upon Common Stock, then on the sale of principal securities exchange or securities market on which the Shares pursuant to the registration statement for the SharesCommon Stock is then traded; provided that “Trading Day” shall not include any day on which the Common Stock is scheduled to trade on such registration statement at exchange or market for less than 4.5 hours or any day that the Common Stock is suspended from trading during the final hour of trading on such exchange or market (or if such exchange or market does not designate in advance the closing time of sale has been declared effective by trading on such exchange or market, then during the Commission and is current (the "Unlegended Shares"hour ending at 4:00:00 p.m., New York Time); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. (a) Promptly following As of the delivery date hereof, certificates representing the Restricted Shares may be registered in the name of the Recipient and held by the Investor Company or transferred to a custodian appointed by the Company for the account of the Total Purchase Price for Recipient subject to the terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Recipient or Recipient’s legal representative as set forth in Sections 5(b) and (c) hereof or their forfeiture or reversion to the Company as set forth in Section 3(a) hereof. The Committee may, in its discretion, provide that Recipient’s ownership of Restricted Shares prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e. a computerized or manual entry) in the records of the Company or its designated agent in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue and subject to the Investor legended certificates representing applicable provisions of the SharesPlan. (b) Within five (5If certificates shall have been issued as permitted in Section 5(a) business days (such third business dayabove, the "Delivery Date") after certificates representing Restricted Shares in respect of which the business day Vesting Period has lapsed pursuant to this Agreement shall be delivered to the Recipient upon request following the date on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company restrictions on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Restricted Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwiselapse. (c) In lieu of delivering physical If certificates shall have been issued as permitted in Section 5(a) above, the certificates representing Restricted Shares in respect of which the Unlegended Shares, if Vesting Period lapsed upon the Recipient’s death shall be delivered to the executors or administrators of the Recipient’s estate as soon as practicable following the receipt of proof of the Recipient’s death satisfactory to the Company's transfer agent . (d) Any certificate representing Restricted Shares shall bear (and confirmation and account statements sent to a Recipient with respect to book-entry Shares may bear) a legend in substantially the following form or substance: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITES ACT OF 1933 AND UNDER APPLICABLE BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER. THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE CORRECTIONS CORPORATION OF AMERICA AMENDED AND RESTATED 2008 STOCK INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED STOCK AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED SHARES REPRESENTED HEREBY AND CORRECTIONS CORPORATION OF AMERICA (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY. (e) The Recipient acknowledges that the Company is participating in under no obligation to register (or maintain the Depository Trust Company ("DTC"registration of) Fast Automated Securities Transfer program, upon request the Shares or to comply with any exemption available for sale of the Investor and its compliance Shares without registration. The company is under no obligation to act in any manner so as to make Rule 144 promulgated under the Securities Act of 1933 available with respect to sales of the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemShares.

Delivery of Shares. The Company shall cause to be delivered to Participant one Share for each Restricted Share Unit credited to Participant’s Restricted Share Unit Account on the date such Restricted Share Unit becomes vested or as soon as administratively practicable thereafter. Restricted Share Units may be settled only in whole Shares. Fractional shares will be settled in cash. Participant will have all rights of a stockholder with respect to the Shares delivered hereunder. Participant hereby represents that Participant is acquiring the Shares issued hereunder for investment and not with a view to the distribution thereof, and that Participant does not intend to subdivide Participant’s interest in the Shares with any other person. Participant acknowledges that the Shares subject to this Agreement relate to ordinary shares of MUFG, which is a non-U.S. issuer, and that the primary trading market for MUFG’s ordinary shares is not in the United States. Participant further acknowledges that MUFG makes no undertaking to continue filing reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and neither MUFG nor the Company undertakes to maintain or facilitate a public market in the Shares in the United States. Furthermore, Participant acknowledges that, under applicable Japanese law, the Shares which relate to ordinary shares of MUFG are not permitted to be acquired or owned by or for the account of any “subsidiary” (aas defined under applicable Japanese law) Promptly following the delivery by the Investor of the Total Purchase Price MUFG. Accordingly, Participant acknowledges that a liquid trading market for the Shares or the underlying ordinary shares may not exist in accordance with Section 1 hereofthe United States when the Shares are required to be delivered as a result of MUFG electing to delist or deregister the Shares, the Company will irrevocably instruct its transfer agent American Depositary Receipts or the underlying ordinary shares in the United States or otherwise; that, as a result of any change or prospective change in applicable Japanese law or regulation thereunder (or any interpretation or change in interpretation thereof) with respect to issue MUFG (including any change associated with the application of International Financial Reporting Standards to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such itemsMUFG), the Company Trust may become unable to acquire or own the Shares under then applicable Japanese law and regulations; and that the Administrator reserves the right to take such actions as it deems appropriate in light of any future circumstances, including, but not limited to, adjustments to the Restricted Share Units under Article 7 of the Plan or discontinuation of the Plan at any time. Participant further acknowledges that MUFG may be considered a “passive foreign investment company” (iPFIC) shall deliverunder U.S. federal income tax laws, as a result of which special adverse U.S. federal income tax rules could apply to the Participant for any taxable year during which the Participant holds the Shares. Participants are urged to consult their own tax advisors with respect to the tax consequences to them if MUFG were to be a PFIC for any taxable year in which the Participant owns the Shares, and shall cause legal counsel selected by Participant acknowledges that Participant is not relying on the Company to deliveror any of its Affiliates for any tax advice. Participant further acknowledges that the Company, to in its transfer agent (with copies to Investor) an appropriate instruction and opinion sole discretion, may deliver cash in lieu of such counsel, for the delivery of unlegended Shares issuable upon the sale in respect of the Shares pursuant Restricted Share Units, but is under no obligation to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwisedo so. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. (a) Promptly following As soon as practicable after the delivery by the Investor end of the Total Purchase Price for the Shares in accordance with Section 1 hereofRestricted Period, the Company will irrevocably instruct its transfer agent shall, subject to the receipt of withholding tax, if any, issue to the Investor legended certificates representing Participant the Restricted Shares. (b) Within five (5) business days (such third business day, and shall deliver to the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock Participant a certificate (and or certificates) therefor. The certificate(s) shall bear the following legends, if applicable: "THIS COMMON STOCK HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR APPLICABLE STATE SECURITIES LAW AND MAY BE OFFERED, SOLD OR TRANSFERRED ONLY IF REGISTERED PURSUANT TO THE PROVISIONS OF THE ACT OR APPLICABLE STATE SECURITIES LAW OR IF THE PROVISIONS OF RULE 144(K) UNDER THE ACT ARE APPLICABLE OR IF, IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE." "THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED PURSUANT TO A RESTRICTED STOCK AGREEMENT, DATED AS OF JANUARY 11, 1999, A COPY OF WHICH IS ON FILE WITH THE COMPANY, AND MAY NOT BE TRANSFERRED, PLEDGED OR DISPOSED OF EXCEPT IN ACCORDANCE WITH THE TERMS AND CONDITIONS THEREOF." Further, if, at the same are not delivered to the Company on the same date, the date time of delivery of the second of such items)shares, in the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, counsel for the delivery of unlegended Shares issuable upon Company, it is necessary or desirable, in order to comply with any applicable laws or regulations relating to the sale of securities, that the Shares pursuant Participant shall agree to receive the registration statement shares for investment only and not with any present intention to resell the Shares; provided same and that the Participant will dispose of such registration statement at shares only in compliance with such laws and regulations, the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer programParticipant will, upon the request of the Investor Company, execute and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated deliver to return such certificate for the placement of a legend thereon, the Company shall use its best efforts an agreement to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemsuch effect.

Delivery of Shares. (ai) Promptly following As soon as practical after the delivery by the Investor of the Total Purchase Exercise Price for the Shares in accordance with Section 1 hereofhas been paid and all other conditions satisfied, the Company will irrevocably instruct will, at its transfer agent to election, either: (A) issue to the Investor legended certificates a certificate representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares shares purchased pursuant to the registration statement for the Sharesthis Agreement; provided that such registration statement at the time of sale has been declared effective by the Commission and is current or (the "Unlegended Shares"); and (iiB) transmit the certificates not issue any certificate representing the Unlegended Shares (together, unless otherwise instructed shares purchased pursuant to this Agreement and instead document the Participant's interest in the shares by the Investor, registering such shares with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating (or another custodian selected by the Company) in book-entry form in the Depository Trust Participant's name. (ii) The Company ("DTC") Fast Automated shall not be required to issue a certificate for any shares or record the shares in book-entry form unless and until all then applicable requirements imposed by federal and state securities and other laws, rules and regulations and by any regulatory agencies having jurisdiction, and by any exchanges upon which the shares may be listed, have been fully met. The Company may impose such conditions on any shares issuable pursuant to this Agreement as it may deem advisable, including, without limitation, restrictions under the Securities Transfer programAct of 1933, under the requirements of any exchange upon request which shares of the Investor same class are then listed and under any blue sky or other securities laws applicable to those shares. (iii) The Company may cause each certificate evidencing the purchased Common Stock to be endorsed with one or more legends setting forth the restrictions on transfer or otherwise of such Common Stock. The Company also issue appropriate "stop transfer" instructions to its compliance transfer agent, if any, and that, if the Company transfers its own securities, it may make appropriate notations to the same effect in its own records. (iv) Neither the Participant nor anyone claiming through him/her will have any rights as a stockholder of the Company with respect to any shares subject to the provisions contained in this paragraph, so long Options until the Participant has exercised the Options as the certificates therefor do not bear a legend described herein and the Investor thereof is not obligated to return such shares are delivered (as evidenced by delivery of a certificate for such shares or the placement appropriate entry on the books of the Company or of a legend thereon, the Company shall use its best efforts to cause its duly authorized transfer agent to electronically transmit of the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemCompany).

Delivery of Shares. The Company shall open and maintain a trading account (athe "Trading Account") Promptly following the delivery at a clearing agent designated by the Investor Sales Manager to facilitate the transactions contemplated by this Agreement. The Company shall, with respect to each sale of the Total Purchase Price for the Shares in accordance with Section 1 hereofPlacement Shares, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of effect delivery of the second applicable number of Placement Shares to the Trading Account, on or before the third business day (or such itemsother day as is industry practice for regular-way trading) following such sale of the Placement Shares (each, a "Settlement Date"), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon . The Net Proceeds from the sale of the Placement Shares pursuant shall be available in the Trading Account following the settlement of the sale on the Settlement Date. The Sales Manager's compensation shall be withheld from the sales proceeds on each Settlement Date and shall be paid to the registration statement for Sales Manager. If the Shares; provided Company defaults in its obligation to deliver Shares on a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 9(a) of the Agreement, it will (i) hold the Sales Manager harmless against any loss, claim, damage, or expense (including reasonable legal fees and expenses), as incurred, arising out of or in connection with such registration statement at the time of sale has been declared effective default by the Commission and is current (the "Unlegended Shares"); Company and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), pay to the Investor at Sales Manager any commission, discount, or other compensation to which it would otherwise have been entitled absent such default. Very truly yours, XXXXXXX XXXXXXX SECURITIES CORPORATION By: ________________________________ By executing this Acceptance the address specified undersigned certifies that (i) all of the representations and warranties contained in a notice the Agreement are true and correct on the date hereof as if made on the date hereof, (ii) the Board of sale Trustees or an authorized committee thereof has approved the terms and conditions of this Placement Notice, (iii) the Company is in full compliance with its obligations under the Agreement and (iv) all of the conditions precedent to the consummations of the sales contemplated by this Placement Notice has been satisfied. The undersigned undertakes to promptly the Sales Manager. in the event that the above certification shall cease to be true and correct during any period in which address sales may be the Investor's address for notices made under this Placement Notice. ACCEPTED as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.date first-above written: PROLOGIS By: ________________________________ SCHEDULE 3 Xxxx Xxxxx Xxxx X'Xxxxx Xxxx Xxxxxxx

Delivery of Shares. (ai) Promptly following The Company shall, upon the delivery by the Investor written request of the Total Purchase Price for Holder, use its best efforts to deliver, or cause to be delivered, the Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver the Shares electronically through the Depository Trust and Clearing Corporation. (ii) To the extent permitted by law, the Company’s obligations to issue and deliver Shares in accordance with Section 1 the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Company will irrevocably instruct its transfer agent recovery of any judgment against any Person or any action to issue enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Investor legended certificates representing Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Shares. (biii) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which If the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts fails to cause its transfer agent to electronically transmit to the Unlegended Holder a certificate or the certificates (either physical or electronic) representing the Shares pursuant to the terms hereof by crediting the account third (3rd) Trading Day after the date on which such certificate is required to be delivered pursuant to Section 4(b), then the Holder will have the right to rescind such conversion. In addition, if after such third (3rd) Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Investor's Prime Broker Common Stock to deliver in satisfaction of a sale by the Holder of the Shares which the Holder anticipated receiving upon such exercise, then the Company shall pay in cash to the Holder the amount, if any, by which the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds the amount obtained by multiplying (i) the number of Shares that the Company was required to deliver to the Holder in connection with DTC through the conversion at issue times (ii) the price at which the sell order giving rise to such purchase obligation was executed. In addition, the Company will, at the option of the Holder, either reinstate the principal and interest under the Note for which the conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its Deposit Withdrawal Agent Commission systemconversion and delivery obligations hereunder. Nothing herein shall limit a Xxxxxx’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Shares upon conversion of the Note as required pursuant to the terms hereof. (iv) Issuance of certificates for Shares shall be made without charge to the Holder for any issue or documentary tax in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Company shall bear the cost of any legal opinion, transfer agent fees and related costs in connection with the removal of restricted legend from any certificate representing the Shares. Notwithstanding the foregoing, that in the event certificates for Shares are to be issued in a name other than the name of the Holder, (A) this Note when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and (B) the Company shall not be required to pay any tax that may be payable in respect of any such transfer and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto or the Holder shall have established to the satisfaction of the Company that such tax has been paid.

Delivery of Shares. (a1) Promptly following Metalla will deposit the delivery Metalla Shares with the Depositary to satisfy the Consideration issuable to the Nova Shareholders pursuant to this Plan of Arrangement (other than with respect to Dissenting Shares held by Dissenters who have not withdrawn their notice of objection). (2) After the Investor of Effective Date, certificates (if any) formerly representing Nova Shares which are held by a Nova Shareholder other than Dissenting Shares, will represent only the Total Purchase Price for right to receive the Shares Consideration issuable therefor pursuant to this Article in accordance with the terms of this Plan of Arrangement. (3) No dividends or other distributions declared or made after the Effective Date with respect to the Metalla Shares with a record date on or after the Effective Date will be payable or paid to the holder of any unsurrendered certificate or certificates (if any) for Nova Shares which, immediately prior to the Effective Date, represented outstanding Nova Shares, until the surrender of certificates (if any) for Nova Shares in exchange for the Consideration issuable therefor pursuant to the terms of this Plan of Arrangement. Subject to applicable Law and to Section 1 5.1 hereof, at the Company will irrevocably instruct its transfer agent to issue time of such surrender, there shall, in addition to the Investor legended certificates representing delivery of Consideration to which such Nova Shareholder is thereby entitled, be delivered to such holder, without interest, the amount of the dividend or other distribution with a record date after the Effective Time theretofore paid with respect to such Metalla Shares. (b4) Within five As soon as reasonably practicable after the Effective Date (subject to Section 5.2), the Depositary will forward to each Nova Shareholder that submitted a duly completed Transmittal Letter to the Depositary, together with the certificate (if any) representing the Nova Shares held by such Nova Shareholder, the certificates (or electronic evidence of issue) representing the Metalla Shares issued to such Nova Shareholder pursuant to Section 3.1(1)(b), which shares will be registered in such name or names as set out in the Transmittal Letter and either (i) delivered to the address or addresses as such Nova Shareholder directed in their Transmittal Letter or (ii) made available for pick up at the offices of the Depositary in accordance with the instructions of the Nova Shareholder in the Transmittal Letter. (5) business days Nova Shareholders that did not submit an effective Transmittal Letter prior to the Effective Date may take delivery of the Consideration issuable to them by delivering the certificates (if any) representing Nova Shares or Nova Shares formerly held by them to the Depositary at the offices indicated in the Transmittal Letter. Such certificates (if any) must be accompanied by a duly completed Transmittal Letter, together with such third business day, other documents as the "Delivery Date"Depositary may require. Certificates (or electronic evidence of issue) after representing the business day on which Metalla Shares issued to such Nova Shareholder pursuant to this Plan of Arrangement will be registered in such name or names as set out in the Company has received both the notice of sale Transmittal Letter and either (by facsimile or other deliveryi) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of address or addresses as such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and Nova Shareholder directed in their Transmittal Letter or (ii) transmit made available for pick up at the certificates representing offices of the Unlegended Shares (togetherDepositary in accordance with the instructions of the Nova Shareholder in the Transmittal Letter, unless otherwise instructed as soon as reasonably practicable after receipt by the Investor, with Common Stock not sold), to Depositary of the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwiserequired certificates and documents. (c6) In lieu Any certificate (or electronic evidence of delivering physical certificates representing issue) which immediately prior to the Unlegended SharesEffective Date represented outstanding Nova Shares and which has not been surrendered, if with all other instruments required by this Article 5, on or prior to the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request sixth anniversary of the Investor and its compliance with Effective Date, will cease to represent any claim against or interest of any kind or nature in Nova, Metalla or the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemDepositary.

Delivery of Shares. The Company shall cause to be delivered to Participant one Share for each Restricted Share Unit credited to Participant’s Restricted Share Unit Account on the date such Restricted Share Unit becomes vested or as soon as administratively practicable thereafter. Restricted Share Units may be settled only in whole Shares. Fractional shares shall be settled in cash. Participant shall have all rights of a stockholder with respect to the Shares delivered hereunder. Participant hereby represents that Participant is acquiring the Shares issued hereunder for investment and not with a view to the distribution thereof, and that Participant does not intend to subdivide Participant’s interest in the Shares with any other person. Participant acknowledges that the Shares subject to this Agreement relate to ordinary shares of MUFG, which is a non-U.S. issuer, and that the primary trading market for MUFG’s ordinary shares is not in the United States. Participant further acknowledges that MUFG makes no undertaking to continue filing reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and neither MUFG nor the Company undertakes to maintain or facilitate a public market in the Shares in the United States. Furthermore, Participant acknowledges that, under applicable Japanese law, the Shares which relate to ordinary shares of MUFG are not permitted to be acquired or owned by or for the account of any “subsidiary” (aas defined under applicable Japanese law) Promptly following the delivery by the Investor of the Total Purchase Price MUFG. Accordingly, Participant acknowledges that a liquid trading market for the Shares or the underlying ordinary shares may not exist in accordance with Section 1 hereofthe United States when the Shares are required to be delivered as a result of MUFG electing to delist or deregister the Shares, the Company will irrevocably instruct its transfer agent American Depositary Receipts or the underlying ordinary shares in the United States or otherwise; that, as a result of any change or prospective change in applicable Japanese law or regulation thereunder (or any interpretation or change in interpretation thereof) with respect to issue MUFG (including any change associated with the application of International Financial Reporting Standards to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such itemsMUFG), the Company (i) shall deliverTrust may become unable to acquire or own the Shares under then applicable Japanese law and regulations; and that the Committee reserves the right to take such actions as it deems appropriate in light of any future circumstances, and shall cause legal counsel selected by including, but not limited to, adjustments to the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale Restricted Share Units under Article 7 of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof Plan or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request discontinuation of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemPlan at any time.

Delivery of Shares. The Company and the EGTH Stockholders agree that on the Closing Date or at the Closing as hereinafter defined, all outstanding EGTH Shares shall be delivered to the Company in exchange for Company Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the The Company Shares in accordance with Section 1 hereofwill, the Company will irrevocably instruct its transfer agent to issue subject to the Investor legended certificates representing conditions set forth herein, on the SharesClosing Date or at the Closing, be delivered to the EGTH Stockholders in exchange for their EGTH Shares on the basis of 1.05 Company Shares for each one (1) EGTH Share. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items)At Closing, the Company (i) shall delivershall, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant subject to the registration statement for the Shares; provided that such registration statement at the time conditions set forth herein, issue a total of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended 52,500,000 Company Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at EGTH Stockholders in accordance with Exhibit "A". Such Company Shares shall bear the address specified in a notice of sale following or similar restrictive legend : THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different addressTHE "SECURITIES ACT") via express courierAND MAY NOT BE OFFERED, by electronic transfer or otherwiseSOLD, ASSIGNED, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) THEY ARE REGISTERED UNDER THE SECURITIES ACT OR (2) THE HOLDER HAS DELIVERED TO THE ISSUER AN OPINION OF COUNSEL, WHICH OPINION SHALL BE SATISFACTORY TO THE ISSUER, TO THE EFFECT THAT THERE IS AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR THAT REGISTRATION IS OTHERWISE NOT REQUIRED. (c) In lieu of delivering physical certificates representing Unless otherwise agreed by the Unlegended SharesCompany and the EGTH Stockholders, if the Company's transfer agent is participating this transaction shall close only in the Depository Trust event that the Company ("DTC") Fast Automated Securities Transfer program, upon request is able to acquire all of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemoutstanding EGTH Shares.

Delivery of Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereofOn each Settlement Date, the Company will, or will irrevocably instruct cause its transfer agent to issue to, electronically transfer the Placement Shares being sold by crediting the Designated Agent’s account or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Investor legended certificates representing Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares. (b) Within five (5) business days (such third business day, which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form, the "Delivery Designated Agent will, on each Settlement Date") after , deliver the business related Net Proceeds in same day on which funds delivered to an account designated by the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered prior to the Settlement Date. If the Company defaults in its obligation to deliver Placement Shares on the same date, the date of delivery of the second of such items)a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 12 hereto, it will (i) shall deliverhold the Agents harmless against any loss, claim, damage, or expense (including reasonable and shall cause documented legal counsel selected fees and expenses), as incurred, arising out of or in connection with such default by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit pay to the certificates representing the Unlegended Shares (togetherAgents any commission, unless discount, or other compensation to which it would otherwise instructed by the Investorhave been entitled absent such default; provided, however, that without limiting Section 12 herein, with Common Stock not sold), respect to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different addressii) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereonabove, the Company shall use not be obligated to pay the Agents any commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (A) a suspension or material limitation in trading in securities generally on NASDAQ; (B) a material disruption in securities settlement or clearance services in the United States or Canada; (C) failure by a Designated Agent to comply with its best efforts obligations under the terms of this Agreement; or (D) if the Company and the Designated Agent agree pursuant to cause its transfer agent to electronically transmit the Unlegended Section 4(b) that no sale of Placement Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemwill take place.

Delivery of Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliverThe Company shall, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon written request of the Investor and its compliance with the provisions contained in this paragraphHolder, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to deliver, or cause to be delivered, the Common Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver the Common Shares electronically through the Depository Trust and Clearing Corporation. (ii) To the extent permitted by law, the Company’s obligations to issue and deliver Common Shares or Preferred Securities in accordance with the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the recovery of any judgment against any Person or any action to enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Common Shares or Preferred Securities. (iii) If the Company fails to transmit, or cause its transfer agent to electronically transmit transmit, to the Unlegended Holder a certificate or the certificates (or other instrument) (either physical or electronic) representing the Common Shares or Preferred Securities, as applicable, pursuant to the terms hereof by crediting the account third (3rd) Trading Day after the date on which such certificate is required to be delivered pursuant to Section 4(b), then the Holder will have the right to rescind such conversion. In addition, if after such third (3rd) Trading Day the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Investor's Prime Broker Common Stock to deliver in satisfaction of a sale by the Holder of the Common Shares which the Holder anticipated receiving upon such exercise, then the Company shall pay in cash to the Holder the amount, if any, by which the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds the amount obtained by multiplying (i) the number of Common Shares that the Company was required to deliver to the Holder in connection with DTC through the conversion at issue times (ii) the price at which the sell order giving rise to such purchase obligation was executed. In addition, the Company will, at the option of the Holder, either reinstate the principal and interest under the Note for which the conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its Deposit Withdrawal Agent Commission systemconversion and delivery obligations hereunder. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates (or other instrument) representing the Common Shares or Preferred Securities upon conversion of the Note as required pursuant to the terms hereof. (iv) Issuance of certificates (or other instrument) for Common Shares or Preferred Securities shall be made without charge to the Holder for any issue or documentary tax in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates (or other instrument) shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. Notwithstanding the foregoing, that in the event certificates (or other instruments) for Common Shares or Preferred Securities are to be issued in a name other than the name of the Holder, (A) this Note when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and (B) the Company shall not be required to pay any tax that may be payable in respect of any such transfer and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto or the Holder shall have established to the satisfaction of the Company that such tax has been paid.

Delivery of Shares. (a) Promptly following As of the delivery date hereof, certificates representing the Restricted Stock may be registered in the name of the Grantee and held by the Investor Company or transferred to a custodian appointed by the Company for the account of the Total Purchase Price for Grantee subject to the Shares terms and conditions of the Plan and shall remain in the custody of the Company or such custodian until their delivery to the Grantee or Grantee’s beneficiary or estate as set forth in Sections 4(b) and (c) hereof or their forfeiture or reversion to the Company as set forth in Section 2(b) hereof. The Committee may, in its discretion, provide that the Grantee’s ownership of the Restricted Stock prior to the lapse of any transfer restrictions or any other applicable restrictions shall, in lieu of such certificates, be evidenced by a “book entry” (i.e. a computerized or manual entry) in the records of the Company or its designated agent in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue and subject to the Investor legended certificates representing applicable provisions of the SharesPlan. (b) Within five (5If certificates shall have been issued as permitted in Section 4(a) business days (such third business dayabove, certificates representing shares of Restricted Stock in respect of which the "Delivery Date") after Restricted Period has lapsed pursuant to this Agreement shall be delivered to the business day Grantee upon request following the date on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company restrictions on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwiselapse. (c) In lieu of delivering physical If certificates shall have been issued as permitted in Section 4(a) above, certificates representing Shares in respect of which the Unlegended Shares, if Restricted Period lapsed upon the Grantee’s death shall be delivered to the executors or administrators of the Grantee’s estate as soon as practicable following the receipt of proof of the Grantee’s death satisfactory to the Company's transfer agent is participating in . (d) Any certificate representing shares of Restricted Stock shall bear (and confirmation and account statements sent to the Depository Trust Company ("DTC"Grantee with respect to book-entry Shares may bear) Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and in substantially the Investor thereof is not obligated to return such certificate for the placement of a legend thereonfollowing form or substance: THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemTRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF WITHOUT REGISTRATION UNDER THE SECURITES ACT OF 1933 AND UNDER APPLICABLE BLUE SKY LAW OR UNLESS SUCH SALE, TRANSFER, PLEDGE OR OTHER DISPOSITION IS EXEMPT FROM REGISTRATION THEREUNDER. THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS AGAINST TRANSFER) CONTAINED IN THE i3 VERTICALS INC. 2018 EQUITY INCENTIVE PLAN (THE “PLAN”) AND THE RESTRICTED STOCK AWARD AGREEMENT (THE “AGREEMENT”) BETWEEN THE OWNER OF THE RESTRICTED STOCK REPRESENTED HEREBY AND i3 VERTICALS, INC. (THE “COMPANY”). THE RELEASE OF SUCH SHARES FROM SUCH TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE PROVISIONS OF THE PLAN AND THE AGREEMENT AND ALL OTHER APPLICABLE POLICIES AND PROCEDURES OF THE COMPANY, COPIES OF WHICH ARE ON FILE AT THE COMPANY.

Delivery of Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereofOn each Settlement Date, the Company will, or will irrevocably instruct cause its transfer agent to issue to, electronically transfer the Placement Shares being sold by crediting the Designated Agent’s account or its designee’s account (provided that the Designated Agent shall have given the Company written notice of such designee at least one Trading Day prior to the Investor legended certificates representing Settlement Date) at The Depository Trust Company (“DTC”) through its Deposit Withdrawal at Custodian System or by such other means of delivery as may be mutually agreed upon by the parties hereto and, upon receipt of such Placement Shares. (b) Within five (5) business days (such third business day, which in all cases shall be freely tradeable, transferable, registered shares in good deliverable form, the "Delivery Designated Agent will, on each Settlement Date") after , deliver the business related Net Proceeds in same day on which funds delivered to an account designated by the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered prior to the Settlement Date. If the Company defaults in its obligation to deliver Placement Shares on the same date, the date of delivery of the second of such items)a Settlement Date, the Company agrees that in addition to and in no way limiting the rights and obligations set forth in Section 12 hereto, it will (i) shall deliverhold the Agents harmless against any loss, claim, damage, or expense (including reasonable and shall cause documented legal counsel selected fees and expenses), as incurred, arising out of or in connection with such default by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit pay to the certificates representing the Unlegended Shares (togetherAgents any commission, unless discount, or other compensation to which it would otherwise instructed by the Investorhave been entitled absent such default; provided, however, that without limiting Section 12 herein, with Common Stock not sold), respect to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different addressii) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereonabove, the Company shall use not be obligated to pay the Agents any commission, discount or other compensation on any Placement Shares that it is not possible to settle due to: (A) a suspension or material limitation in trading in securities generally on Nasdaq; (B) a material disruption in securities settlement or clearance services in the United States or Canada; (C) failure by a Designated Agent to comply with its best efforts obligations under the terms of this Agreement; or (D) if the Company and the Designated Agent agree pursuant to cause its transfer agent to electronically transmit the Unlegended Section 4(b) that no sale of Placement Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemwill take place.

Delivery of Shares. (ai) Promptly following The Company shall, upon the delivery by the Investor written request of the Total Purchase Price for Holder, use its best efforts to deliver, or cause to be delivered, the Shares hereunder electronically through the Depository Trust and Clearing Corporation or another established clearing corporation performing similar functions, if available; provided, that, the Company may, but will not be required to, change its transfer agent if its current transfer agent cannot deliver the Shares electronically through the Depository Trust and Clearing Corporation. (ii) To the extent permitted by law, the Company’s obligations to issue and deliver Shares in accordance with Section 1 the terms hereof are absolute and unconditional, irrespective of any action or inaction by the Holder to enforce the same, any waiver or consent with respect to any provision hereof, the Company will irrevocably instruct its transfer agent recovery of any judgment against any Person or any action to issue enforce the same, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder or any other Person of any obligation to the Investor legended certificates representing Company or any violation or alleged violation of law by the Holder or any other Person, and irrespective of any other circumstance that might otherwise limit such obligation of the Company to the Holder in connection with the issuance of Shares. (biii) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which If the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts fails to cause its transfer agent to electronically transmit to the Unlegended Holder a certificate or the certificates (either physical or electronic) representing the Conversion Shares pursuant to the terms hereof by crediting applicable delivery date, then, the account Holder will have the right to rescind such conversion. In addition, if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Investor's Prime Broker Common Stock to deliver in satisfaction of a sale by the Holder of the Shares which the Holder anticipated receiving upon such exercise, then the Company shall pay in cash to the Holder the amount, if any, by which the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds the amount obtained by multiplying (i) the number of Shares that the Company was required to deliver to the Holder in connection with DTC through the conversion at issue times (ii) the price at which the sell order giving rise to such purchase obligation was executed. In addition, the Company will, at the option of the Holder, either reinstate the principal and interest under the Note for which the conversion was not honored (in which case such conversion shall be deemed rescinded) or deliver to the Holder the number of shares of Common Stock that would have been issued had the Company timely complied with its Deposit Withdrawal Agent Commission systemconversion and delivery obligations hereunder. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing shares of Common Stock upon conversion of the Note as required pursuant to the terms hereof. (iv) Issuance of certificates for Shares shall be made without charge to the Holder for any issue or transfer tax or other incidental expense in respect of the issuance of such certificate, all of which taxes and expenses shall be paid by the Company, and such certificates shall be issued in the name of the Holder or in such name or names as may be directed by the Holder. The Company shall bear the cost of any legal opinion, transfer agent fees and related costs in connection with the removal of restricted legend from any certificate representing the Shares. Notwithstanding the foregoing, that in the event certificates for Shares are to be issued in a name other than the name of the Holder, this Note when surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder; and the Company may require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto.

Delivery of Shares. As of the Effective Date, the Awardee shall have the right to have the RSUs settled in Shares of Class A Common Stock as set forth in this Award, subject to the restrictions of the Plan, this Agreement including but not limited to the restriction in this Section 5, and the policies of the Corporation, including but not limited to the Corporation’s xxxxxxx xxxxxxx plan then in effect. Subject to an effective Deferral Election, Shares of Class A Common Stock will be issued as soon as practicable following vesting of the RSUs (a) Promptly but in no event following the delivery by the Investor 15th day of the Total Purchase Price for second month following the Shares in accordance with vesting of such RSUs), provided that the Awardee has satisfied his or her tax withholding obligations as specified under Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice 6 of sale (by facsimile or other delivery) this Agreement and the original Common Stock certificate (Awardee has completed, signed and if returned any documents, and taken any additional action, that the same are not delivered Corporation deems appropriate to enable it to accomplish the Company on the same date, the date of delivery of the shares of Class A Common Stock. Failure by the Awardee to comply with the conditions in the preceding sentence by the 15th day of the second month following the vesting of such itemsRSUs shall result in forfeiture of such shares of Class A Common Stock underlying the RSU. The shares of Class A Common Stock will be issued in the Awardee’s name (or may be issued to his or her executor or personal representative, in the event of an Awardee’s death or becoming a Disabled Participant), and may be effected by recording shares on the Company stock records of the Corporation or by crediting shares in an account established on Awardee’s behalf with a brokerage firm or other custodian, in each case as determined by the Corporation. In no event will the Corporation be obligated to issue a fractional share. Notwithstanding the foregoing, (i) shall deliver, and shall cause legal counsel selected by the Company Corporation will not be obligated to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion deliver any shares of such counsel, for the Class A Common Stock during any period when the Corporation determines that the conversion of a RSU or the delivery of unlegended Shares issuable upon the sale shares hereunder would violate any laws of the Shares pursuant to United States or the registration statement for the Shares; provided that such registration statement at the time Awardee’s country of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and residence or employment and/or (ii) transmit the certificates representing the Unlegended Shares (togetherCorporation may issue shares subject to any restrictive legends that, unless otherwise instructed as determined by the InvestorCorporation’s counsel, is necessary to comply with securities or other regulatory requirements, and (iii) the date on which shares are issued may include a delay in order to provide the Corporation such time as it determines appropriate to address tax withholding and other administrative matters. Awardee will not have any shareholder rights, including voting rights and actual dividend rights, with Common Stock not sold), respect to the Investor at shares subject to Awardee’s award until such Awardee becomes the address specified in a notice record holder of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request those shares following their actual issuance to Awardee and Awardee’s satisfaction of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission systemapplicable withholding taxes.

Delivery of Shares. (a) a. Promptly following the delivery by the Investor of the Total Purchase Price for the Shares Common Stock in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue the Shares to the Investor with the legended certificates representing the Shares. b. Within three (b) Within five (53) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both of the notice Notice of sale Sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current Registration Statement (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice Notice of sale Sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) c. In lieu of delivering physical certificates representing the Unlegended Shares, if Shares provided the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. The Company shall cause to be delivered to Participant one Share for each Restricted Share Unit credited to Participant’s Restricted Share Unit Account on the date such Restricted Share Unit becomes vested or as soon as administratively practicable thereafter. Restricted Share Units may be settled only in whole Shares. Fractional shares shall be settled in cash. Participant shall have all rights of a stockholder with respect to the Shares delivered hereunder. Participant hereby represents that Participant is acquiring the Shares issued hereunder for investment and not with a view to the distribution thereof, and that Participant does not intend to subdivide Participant’s interest in the Shares with any other person. Participant acknowledges that the Shares subject to this Agreement relate to ordinary shares of MUFG, which is a non-U.S. issuer, and that the primary trading market for MUFG’s ordinary shares is not in the United States. Participant further acknowledges that MUFG makes no undertaking to continue filing reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934 and neither MUFG nor the Company undertakes to maintain or facilitate a public market in the Shares in the United States. Furthermore, Participant acknowledges that, under applicable Japanese law, the Shares which relate to ordinary shares of MUFG are not permitted to be acquired or owned by or for the account of any “subsidiary” (aas defined under applicable Japanese law) Promptly following the delivery by the Investor of the Total Purchase Price MUFG. Accordingly, Participant acknowledges that a liquid trading market for the Shares or the underlying ordinary shares may not exist in accordance with Section 1 hereofthe United States when the Shares are required to be delivered as a result of MUFG electing to delist or deregister the Shares, the Company will irrevocably instruct its transfer agent American Depositary Receipts or the underlying ordinary shares in the United States or otherwise; that, as a result of any change or prospective change in applicable Japanese law or regulation thereunder (or any interpretation or change in interpretation thereof) with respect to issue MUFG (including any change associated with the application of International Financial Reporting Standards to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such itemsMUFG), the Company (i) shall deliverTrust may become unable to acquire or own the Shares under then applicable Japanese law and regulations; and that the HR Committee reserves the right to take such actions as it deems appropriate in light of any future circumstances, including, but not limited to, adjustments to the Restricted Share Units under Article 7 of the Plan or discontinuation of the Plan at any time. Participant further acknowledges that MUFG may be considered a “passive foreign investment company” under U.S. federal income tax laws, as a result of which special adverse U.S. federal income tax rules could apply to the Participant for any taxable year during which the Participant holds the Shares. Participants are urged to consult their own tax advisors with respect to the tax consequences to them if MUFG were to be a PFIC for any taxable year in which the Participant owns the Shares, and shall cause legal counsel selected by Participant acknowledges that Participant is not relying on the Company to deliveror any of its Affiliates for any tax advice. Participant further acknowledges that the Company, to in its transfer agent (with copies to Investor) an appropriate instruction and opinion sole discretion, may deliver cash in lieu of such counsel, for the delivery of unlegended Shares issuable upon the sale in respect of the Shares pursuant Restricted Share Units, but is under no obligation to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 hereof or a different address) via express courier, by electronic transfer or otherwisedo so. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

Delivery of Shares. (a) Promptly following the delivery by the Investor of the Total Purchase Price for the Shares in accordance with Section 1 hereof, the Company will irrevocably instruct its transfer agent to issue to the Investor legended certificates representing the Shares. (b) Within five (5) business days (such third business day, the "Delivery Date") after the business day on which the Company has received both the notice of sale (by facsimile or other delivery) and the original Common Stock certificate (and if the same are not delivered to the Company on the same date, the date of delivery of the second of such items), the Company (i) shall deliver, and shall cause legal counsel selected by the Company to deliver, to its transfer agent (with copies to Investor) an appropriate instruction and opinion of such counsel, for the delivery of unlegended Shares issuable upon the sale of the Shares pursuant to the registration statement for the Shares; provided that such registration statement at the time of sale has been declared effective by the Commission and is current (the "Unlegended Shares"); and (ii) transmit the certificates representing the Unlegended Shares (together, unless otherwise instructed by the Investor, with Common Stock not sold), to the Investor at the address specified in a notice of sale (which address may be the Investor's address for notices as contemplated by Section 6 7 hereof or a different address) via express courier, by electronic transfer or otherwise. (c) In lieu of delivering physical certificates representing the Unlegended Shares, if the Company's transfer agent is participating in the Depository Trust Company ("DTC") Fast Automated Securities Transfer program, upon request of the Investor and its compliance with the provisions contained in this paragraph, so long as the certificates therefor do not bear a legend and the Investor thereof is not obligated to return such certificate for the placement of a legend thereon, the Company shall use its best efforts to cause its transfer agent to electronically transmit the Unlegended Shares by crediting the account of Investor's Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.