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The Restricted Shares were issued pursuant to Mr. O'Donnell's election to receive the Restricted Shares in lieu of cash compensation as permitted under the Company's 2017 Non-Employee Director Long Term Incentive Plan (the \"Plan\"). The Restricted Shares are subject to a Restriction Period beginning on the issue date and ending on the first anniversary of issuance for one-half of the Restricted Shares, and ending on the second anniversary of the issuance for the remaining one half of the Restricted Shares (the \"Restriction Period\"). 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