Strata Critical Medical, Inc 10-Q for FY2021 Q2

Strata Critical Medical, Inc. (SRTA)

10-Q 2021-08-16 For: 2021-06-30

Added on April 09, 2026

About this 10-Q

Strata Critical Medical, Inc filed this 10-Q on August 16, 2021, covering the quarter ended June 30, 2021 (FY2021 Q2).

Headline figures

Quarter ended June 30, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.

Revenue: $12.95M; up 276.7% from $3.44M a year earlier
Net loss: $24.29M; compared with a net loss of $1.33M a year earlier

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499 East 34^th Street New York, NY		10016
(Address of principal executive offices)		(Zip Code)


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.0001 par value per share	BLDE	The Nasdaq Stock Market
Warrants, each exercisable for one share of Class A common stock at an exercise price of $11.50 per share	BLDEW	The Nasdaq Stock Market

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

		Page
PART I. FINANCIAL INFORMATION		3
Item 1.	Financial statements	3
	Condensed Consolidated Statements of Operations for the three and nine months ended June 30, 2021 and 2020 (unaudited)	3
	Condensed Consolidated Balance Sheets as of June 30, 2021 (Unaudited) and September 30, 2020	4
	Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three and nine months ended June 30, 2021 and 2020 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended June 30, 2021 and 2020 (unaudited)	6
	Notes to the Condensed Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s discussion and analysis of financial condition and results of operations	25
Item 3.	Quantitative and qualitative disclosures about market risk	35
Item 4.	Controls and procedures	35

PART II. OTHER INFORMATION		37
Item 1.	Legal proceedings	37
Item 1A.	Risk factors	37
Item 2.	Unregistered sales of equity securities and use of proceeds	63
Item 3.	Defaults upon senior securities	64
Item 4.	Mine safety disclosures	64
Item 5.	Other information	64
Item 6.	Exhibits	66


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
	2021		2020		2021		2020
Revenue	$	12,951	$	3,438	$	30,210	$	15,115
Operating expenses
Cost of revenue		9,910		2,804		23,905		14,392
Software development		213		220		555		691
General and administrative		9,809		1,561		18,023		7,376
Selling and marketing		790		329		2,091		2,284
Total operating expenses		20,722		4,914		44,574		24,743

Loss from operations		(7,771)		(1,476)		(14,364)		(9,628)

Other non-operating (expense) income
Change in fair value of warrant liabilities		(14,913)		—		(14,913)		—
Recapitalization costs attributable to warrant liabilities		(1,742)				(1,742)
Interest income, net		140		151		151		181
Total other non-operating (expense) income		(16,515)		151		(16,504)		181

Net loss	$	(24,286)	$	(1,325)	$	(30,868)	$	(9,447)

Weighted average shares outstanding, basic and diluted		51,569,634		25,210,933		34,078,573		25,209,794

Net loss per share, basic and diluted	$	(0.47)	$	(0.05)	$	(0.91)	$	(0.37)

	(212) 967-1009
	(Registrant’s telephone number, including area code)
	Securities registered under section 12(b) of the Act:


	As of
	June 30, 2021		September 30, 2020
	(unaudited)
Assets
Current assets
Cash and cash equivalents	$	30,003	$	12,162
Restricted cash		630		114
Accounts receivable		1,712		1,092
Short term investments		303,163		—
Prepaid expenses and other current assets		7,221		1,011
Total current assets		342,729		14,379

Non-current assets
Property and equipment, net		1,725		1,759
Investment in joint venture		200		200
Intangible assets, net		895		533
Operating right-of-use asset		458		737
Other non-current assets		142		107
Total assets	$	346,149	$	17,715

Liabilities and Stockholders’ Equity
Current liabilities
Accounts payable and accrued expenses	$	4,958	$	776
Deferred revenue		5,266		3,973
Operating lease liability, current		333		430
Note payable		—		1,165
Total current liabilities		10,557		6,344

Non-current liabilities
Warrant liability		38,799		—
Operating lease liability, long-term		95		291
Total liabilities		49,451		6,635

Commitments and Contingencies (Note 10)

Stockholders’ Equity
Preferred stock, $0.0001 par value, 2,000,000 shares authorized at June 30, 2021 and September 30, 2020. No shares issued and outstanding at June 30, 2021 and September 30, 2020.		—		—
Class A common stock, $0.0001 par value; 400,000,000 authorized; 69,403,489 and 25,268,848 shares issued and outstanding at June 30, 2021 and September 30, 2020, respectively.		7		3
Additional paid in capital		364,697		48,215
Accumulated deficit		(68,006)		(37,138)
Total stockholders’ equity		296,698		11,080

Total Liabilities and Stockholders’ Equity	$	346,149	$	17,715


											Total
	Preferred Stock			Class A Common Stock			Additional Paid-		Accumulated		Stockholders'
	Shares	Amount		Shares	Amount		In Capital		Deficit		Equity

Balance at April 1, 2021	—	$	—	26,115,841	$	3	$	51,413	$	(43,720)	$	7,696

Stock option exercise	—		—	9,627		—		5		—		5
Stock-based compensation - restricted stock	—		—	—		—		1,862		—		1,862
Stock-based compensation - stock options	—		—	—		—		656		—		656
Shares withheld for employee tax liability	—		—	—		—		(52)		—		(52)
EIC shares recapitalized, net of issuance costs and the fair value of warrant liabilities	—		—	30,778,021		3		191,180		—		191,183
Shares issued in PIPE, net of issuance costs	—		—	12,500,000		1		119,633		—		119,634
Net loss	—		—	—		—		—		(24,286)		(24,286)

Balance at June 30, 2021	—	$	—	69,403,489	$	7	$	364,697	$	(68,006)	$	296,698

Balance at April 1, 2020	—	$	—	25,210,933	$	3	$	47,893	$	(35,100)	$	12,796

Stock-based compensation - stock options	—		—	—		—		90		—		90
Net loss	—		—	—		—		—		(1,325)		(1,325)

Balance at June 30, 2020	—	$	—	25,210,933	$	3	$	47,983	$	(36,425)	$	11,561

Balance at October 1, 2020	—	$	—	25,268,848	$	3	$	48,215	$	(37,138)	$	11,080

Issuance of restricted stock	—		—	790,497		—		—		—		—
Stock option exercise	—		—	66,123		—		24		—		24
Stock-based compensation - restricted stock	—		—	—		—		4,684		—		4,684
Stock-based compensation - stock options	—		—	—		—		1,013		—		1,013
Shares withheld for employee taxes	—		—	—		—		(52)		—		(52)
EIC shares recapitalized, net of issuance costs and the fair value of warrant liabilities	—		—	30,778,021		3		191,180		—		191,183
Shares issued in PIPE, net of issuance costs	—		—	12,500,000		1		119,633		—		119,634
Net loss	—		—	—		—		—		(30,868)		(30,868)

Balance at June 30, 2021	—	$	—	69,403,489	$	7	$	364,697	$	(68,006)	$	296,698

Balance at October 1, 2019	—	$	—	25,203,350	$	3	$	47,710	$	(26,978)	$	20,735
	—
Stock option exercise	—		—	7,583		—		5		—		5
Stock-based compensation - stock options	—		—	—		—		268		—		268
Net loss	—		—	—		—		—		(9,447)		(9,447)

Balance at June 30, 2020	—	$	—	25,210,933	$	3	$	47,983	$	(36,425)	$	11,561


	For the Three and Nine Months Ended June 30,
	2021	2020
Warrants to purchase shares of Class A Common Stock	14,166,667	—
Options to purchase shares of Class A Common Stock	9,689,826	8,486,974
Restricted shares of Class A Common Stock	703,137	—
Total potentially dilutive securities	24,559,630	8,486,974


	For the Three Months Ended
	June 30,
Product Line	2021		2020
Short distance	$	5,721	$	629
MediMobility organ transport and jet		6,500		2,636
Other		730		173
Total Revenue	$	12,951	$	3,438


	For the Nine Months Ended
	June 30,
Product Line	2021		2020
Short distance	$	8,900	$	5,767
MediMobility organ transport and jet		19,753		9,089
Other		1,557		259
Total Revenue	$	30,210	$	15,115


Cash, net of recapitalization costs	$	213,585
Prepaid expenses and other current assets		90
Accounts payable and accrued expenses		(348)
Warrant liability		(23,886)
Net assets acquired	$	189,441


		June 30, 2021						September 30, 2020
		Gross						Gross
		Carrying		Accumulated				Carrying		Accumulated
		Amount		Amortization		Net		Amount		Amortization		Net
Intangible assets	Estimated useful life
Customer list	5 years	$	942	$	(554)	$	388	$	942	$	(414)	$	528
Domain name	Indefinite		503		—		503		—		—		—
Trademarks	10 years		6		(2)		4		6		(1)		5
Total		$	1,451	$	(556)	$	895	$	948	$	(415)	$	533


	As of
Operating leases:	June 30, 2021		September 30, 2020
Operating right-of-use asset	$	458	$	737
Operating lease liability, current		333		430
Operating lease liability, long term		95		291


	For the Three Months Ended June 30,				For the Nine Months Ended June 30,
Lease cost	2021		2020		2021		2020
Short-term lease cost	$	66	$	18	$	118	$	48
Operating lease cost		116		147		343		329
Total	$	182	$	165	$	461	$	377


For the Years Ended September 30,
2021 (three months)	$	133
2022		270
2023		36
Total future minimum lease payments, undiscounted		439
Less: Imputed interest for leases in excess of one year		(11)
Present value of future minimum lease payments	$	428


Stock price	$	10.00
Exercise price	$	10.01
Dividend yield		0	%
Expected volatility		60	%
Risk-Free interest rate		0.63	%
Expected life (in years)		6.08


						Weighted
				Weighted		Average
		Weighted		Average		Remaining
		Average		Grant Date		Life	Intrinsic
	Options	Exercise Price		Fair Value		(years)	Value
Outstanding – October 1, 2020	9,859,674	$	0.19	$	0.20	6.8	$	—
Granted	10,920		10.01		5.49
Exercised	(66,123)		0.36		0.25
Forfeited	(114,645)		0.25		0.12
Outstanding – June 30, 2021	9,689,826	$	0.20	$	0.20	6.1	$	99,824
Exercisable as of June 30, 2021	9,683,001	$	0.19	$	0.20	6.1	$	99,818


		Weighted
		Average
	Shares of Restricted	Grant Date
	Stock	Fair Value
Non-vested – October 1, 2020	—	$	—
Granted	790,497		10.00
Vested	(87,360)		10.00
Non-vested – June 30, 2021	703,137	$	10.00


	As of June 30,		As of September 30,
	2021		2020
Weighted-average discount rate – operating lease	5.00	%	5.00	%
Weighted-average remaining lease term – operating lease (in months)	13		21


	Level	June 30, 2021
Warrant liabilities - Public Warrants	1	$	25,105
Warrant liabilities - Private Warrants	2		13,694
Fair value of aggregate warrant liabilities as of June 30, 2021		$	38,799


			Private
	Public		Placement		Total Warrant
	Warrants		Warrants		Liability
Fair value as of September 30, 2020	$	—	$	—	$	—

Assumption of warrants in recapitalization		15,456		8,430		23,886
Change in fair value of warrant liabilities		9,649		5,264		14,913

Fair value as of June 30, 2021	$	25,105	$	13,694	$	38,799


	Three Months Ended		Nine Months Ended
	June 30,		June 30,
	2021	2020	2021	2020
Seats flown – all flights	6,813	922	12,695	13,200


	Three Months Ended June 30,
	2021		2020
	$	% of Revenue	$	% of Revenue
Revenue	12,951	100	3,438	100

Operating expenses
Cost of revenue	9,910	77	2,804	82
Software development	213	2	220	6
General and administrative	9,809	76	1,561	45
Selling and marketing	790	6	329	10
Total operating expenses	20,722	161	4,914	143

Loss from operations	(7,771)		(1,476)

Other non-operating (expense) income
Change in fair value of warrant liabilities	(14,913)		—
Recapitalization costs attributable to warrant liabilities	(1,742)		—
Interest income,net	140		151
Total other non-operating (expense) income	(16,515)		151

Net loss	(24,286)		(1,325)
Weighted average shares outstanding, basic and diluted	51,569,634		25,210,933
Net loss per share, basic and diluted	(0.47)		(0.05)


	Nine Months Ended June 30,
	2021		2020
	$	% of Revenue	$	% of Revenue
Revenue	30,210	100	15,115	100

Operating expenses
Cost of revenue	23,905	79	14,392	95
Software development	555	2	691	5
General and administrative	18,023	60	7,376	49
Selling and marketing	2,091	7	2,284	15
Total operating expenses	44,574	148	24,743	164

Loss from operations	(14,364)		(9,628)

Other non-operating (expense) income
Change in fair value of warrant liabilities	(14,913)		—
Recapitalization costs attributable to warrant liabilities	(1,742)
Interest income, net	151		181
Total other non-operating (expense) income	(16,504)		181

Net loss	(30,868)		(9,447)
Weighted average shares outstanding, basic and diluted	34,078,573		25,209,794
Net loss per share, basic and diluted	(0.91)		(0.37)


	Nine Months Ended June 30,				Change
	2021		2020		$		%
Net cash used in operating activities	$	(9,825)	$	(9,915)	$	(90)	(1)
Net cash used in investing activities		(303,896)		(381)		(303,515)	(79,663)
Net cash provided by financing activities		332,078		1,170		330,908	28,282
Net increase (decrease) in cash, cash equivalents and restricted cash	$	18,357	$	(9,126)	$	27,483	301


Officer	Annual Base Salary Effective July 1, 2021
Robert S. Wiesenthal	$	500,000
Melissa M. Tomkiel	$	425,000
William A. Heyburn	$	375,000


		Number of RSUs Covered by
Officer		August RSU Awards
Robert S. Wiesenthal		295,871
Melissa M. Tomkiel		157,583
William A. Heyburn		122,851

Exhibit No.		Description

2.1⁽¹⁾		Agreement and Plan of Merger, dated as of December 14, 2020
3.1⁽²⁾		Second Amended and Restated Certificate of Incorporation of Blade Air Mobility, Inc.
3.2⁽²⁾		Amended and Restated Bylaws of Blade Air Mobility, Inc.
4.1⁽³⁾		Specimen Class A Common Stock Certificate of Blade Air Mobility, Inc.
4.2⁽³⁾		Specimen Warrant Certificate of Blade Air Mobility, Inc.
4.3⁽⁴⁾		Warrant Agreement, dated September 12, 2019, by and between Experience Investment Corp. and American Stock Transfer & Trust Company, LLC, as warrant agent
10.1*		Restricted Stock Unit Award Agreement Pursuant to the Blade Air Mobility, Inc. 2021 Omnibus Incentive Plan.
31.1*		Certification of Principal Executive Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of Principal Financial Officer Pursuant to Securities Exchange Act Rules 13a-14(a), as adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*		Interactive Data Files pursuant to Rule 405 of Regulation S-T formatted in Inline Extensible Business Reporting Language (“Inline XBRL”)
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*		XBRL Taxonomy Extension Labels Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)


	BLADE AIR MOBILITY, INC.

Date: August 16, 2021	By:	/s/ Robert S. Wiesenthal
	Name:	Robert S. Wiesenthal
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Date: August 16, 2021	By:	/s/ William A. Heyburn
	Name:	William A. Heyburn
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Date: August 16, 2021	By:	/s/ Amir M. Cohen
	Name:	Amir M. Cohen
	Title:	Chief Accounting Officer (Principal Accounting Officer)


Date of Grant	[DATE]	Participant’s Name [NAME]

Number of RSUs	[X]

Vesting of RSUs	Subject to the (i) terms of the Plan, (ii) the forfeiture, cancellation, and rescission provisions of this Agreement and (iii) Participant complying with all Company policies, the Confidential Information, Invention Assignment and Arbitration Agreement by and between the Participant and the Company and all other agreements with the Company, the RSUs shall become vested as follows (each such date, a “Vesting Date”):

	[X]

	Except as otherwise provided in the Plan or this Agreement, any portion of this Award that is not vested on the date of Participant’s Termination shall be forfeited. Unless the Company or Committee provides otherwise in writing, the Participant shall not receive vesting credit for any period after the Participant provides notice of resignation.

Payment Date	With respect to each Restricted Stock Unit that vests in accordance with this Agreement and the Plan, the Participant will be entitled to receive one Share in the calendar year in which the applicable Vesting Date occurs (each such date, a “Payment Date”), subject to the following:

	[X]


Amount of RSU Payment	The vested RSUs shall be settled in Shares at the time set forth in the cover page, with each vested RSU (before withholding) equal to one Share.

Tax Withholding	The Award is subject to withholding for taxes at the time and in the amount determined by the Company and/or Service Recipient. Regardless of the amount withheld or reported, the Participant acknowledges that the Participant is responsible for all taxes in respect of the Award (other than the employer’s share of employment taxes) and such taxes may exceed the amount withheld, if any. None of the Company, the Service Recipient, or any of their Affiliates or Subsidiaries: (a) make any representations or undertakings regarding taxes in respect of the Award, including the grant of the Award, the vesting or settlement of the Award, the subsequent sale of any Shares acquired pursuant to the Award and the receipt of any dividends or dividend equivalents; or (b) commit to structure the terms of the grant or any aspect of the Award to reduce or eliminate the Participant’s liability for taxes. Unless the Participant makes arrangements to pay withholding with cash, the number of Shares delivered upon settlement will be reduced to cover withholding. The reduction will be based on the fair market value of the Shares when withholding is due. If the Participant relocates to another jurisdiction, the Participant is responsible for notifying the Company of such relocation and is responsible for compliance with all applicable tax requirements. If the Participant is subject to taxation in more than one jurisdiction, the Participant acknowledges that the Service Recipient may be required to withhold or account for Tax-Related Items in more than one jurisdiction. By accepting this Award, the Participant expressly consents to withholding in multiple jurisdictions, in the amounts and in the manner as the Company determines to be required by Applicable Law and the Plan.

[Change in Control]	[The following provisions shall apply if a Change in Control occurs before the Award is fully vested:] [X].

Dividend Equivalents	The Participant shall be entitled to accrue dividend equivalents with respect to the Shares underlying the RSUs. For each Share, the Participant shall accrue a right to receive cash or share dividends for which the record date is after the Date of Grant and before the Award is settled. Such amounts shall be subject to the same forfeiture and vesting conditions as the underlying Shares, and shall be paid (if at all) at the same time as the RSUs are settled, applying the same vesting percentage as applies for the Shares.


Cancellation and Rescission for Detrimental Activity	Notwithstanding any other provision of the Plan or this Agreement, the Participant acknowledges and agrees that the Company may cancel, rescind, suspend, withhold, modify, amend or otherwise limit or restrict this Award (whether vested or not vested) at any time if the Participant is not in compliance with all applicable provisions of the Agreement and the Plan, or if the Participant engages in any Detrimental Activity (as the term is defined in the Plan). The Participant further acknowledges and agrees that, if the Participant engages in Detrimental Activity, as determined by the Committee in its sole discretion, whether during the Participant’s employment or service with the Service Recipient or following Termination, the Committee may, in its sole discretion and to the extent permitted by Applicable Law, provide for the cancellation of any or all of the Participant’s outstanding Awards and/or forfeiture by the Participant of any gains realized on the vesting or settlement of the Award, and repayment of any such gain promptly to the Company. The Participant agrees that the cancellation, rescission and recoupment provisions of this Agreement are reasonable and agrees not to challenge the reasonableness of such provisions, even where forfeiture of this Agreement and/or recoupment of any gain hereunder is the penalty for violation; provided that the Participant may challenge the reasonableness of any forfeiture and/or recoupment that occurs after a Change in Control.

No Employment Rights	The grant of the Award shall not be interpreted to form an employment contract between the Participant and the Company and/or the Service Recipient.

Discretionary Nature of Award	The Participant acknowledges and agrees that the Plan is discretionary in nature and may be amended, canceled or terminated by the Company, in its sole discretion, at any time. The grant of this Award under the Plan is a one-time benefit and does not create any contractual or other right to receive a grant of RSUs or any other forms of Awards permitted under the Plan or other benefits in lieu thereof in the future. Future grants, if any (and the terms thereof), will be at the sole discretion of the Company. Any amendment, modification or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Participant’s employment or service with the Service Recipient.

Extraordinary Benefit	The Participant’s participation in the Plan is voluntary. The value of this Award and any other Awards granted under the Plan is an extraordinary item of compensation outside the scope of the Participant’s employment (and the Participant’s employment contract, if any). Any grant under the Plan, including the grant of the Award, is not part of the Participant’s normal or expected compensation for purposes of calculating any severance, resignation, redundancy, end of service payments, bonuses, long-service awards, holiday pay, pension, or retirement benefits or similar payments.

Value of Benefit	The future value of the Award is unknown and cannot be predicted with certainty. The Company shall not be liable for any foreign exchange rate fluctuation, where applicable, between the Participant’s local currency and the United States dollar or any other event that may affect the value of the Award or of any amounts due to the Participant pursuant to the settlement of the Award or the subsequent sale of any Shares acquired upon settlement.


No Public Offering	The grant of this Award is not intended to be a public offering of securities. No employee of the Company or its Subsidiaries or Affiliates is permitted to advise the Participant on whether the Participant should acquire Shares under the Plan and provide the Participant with any legal, tax or financial advice with respect to the grant of this Award. The acquisition of Shares involves certain risks, and the Participant should carefully consider all risk factors and tax considerations relevant to the acquisition and disposition of Shares under the Plan. Further, the Participant should carefully review all of the materials related to this Award and the Plan, and the Participant should consult with the Participant’s personal legal, tax and financial advisers for professional advice in relation to the Participant’s personal circumstances.

Insider Trading Laws	By participating in the Plan, the Participant expressly agrees to comply with the Company’s insider trading policies and all Applicable Laws related to insider trading and fair dealing. Any restriction under Applicable Law is separate from and in addition to the restrictions imposed under Company policies. The Participant expressly acknowledges and agrees that it is the Participant’s responsibility to comply with any applicable restrictions, and the Participant should consult the Participant’s personal adviser for additional information on any trading restrictions that may apply to the Participant.

Recoupment	Notwithstanding any other provision of this Agreement, the Participant acknowledges and agrees that this Award, any Shares acquired pursuant thereto and/or any amount received with respect to any sale of such Shares are subject to potential cancellation, recoupment, rescission, payback or other action in accordance with the terms of any recoupment policy that the Company, the Service Recipient, or any of their Subsidiaries or Affiliates may establish or adopt (“Recoupment Policy”), in each case as in effect and amended from time to time. The Participant agrees and consents to the Company’s application, implementation and enforcement of (a) the Recoupment Policy, and (b) any provision of Applicable Law relating to cancellation, recoupment, rescission or payback of compensation and expressly agrees that the Company may take such actions as are necessary to effectuate the Recoupment Policy (as applicable to the Participant) or Applicable Law without further consent or action being required by the Participant. For purposes of the foregoing, the Participant expressly and explicitly authorizes the Company to issue instructions, on the Participant’s behalf, to any brokerage firm and/or third party administrator engaged by the Company to hold the Participant’s Shares and other amounts acquired under the Plan to re-convey, transfer or otherwise return such Shares and/or other amounts to the Company. To the extent that the terms of this Agreement and the Recoupment Policy conflict, the terms of the Recoupment Policy shall prevail. The provisions of this paragraph are in addition to, and not in lieu of, any provisions of this Agreement and/or the Plan relating to forfeiture and recoupment resulting from the Participant engaging in Detrimental Activity.

Electronic Delivery	The Company may, in its sole discretion, decide to deliver any documents related to the Award or other awards granted to the Participant under the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.

Data Privacy	The Company is located at New York, New York, United States of America and grants Awards under the Plan to employees of the Company and its Subsidiaries and Affiliates

	(a)The Company collects, processes and uses the Participant’s personal data, including the Participant’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any Shares or directorships held in the Company, and details of all Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or the Service Recipient. In granting the Awards under the Plan, the Company will collect the Participant’s personal data for purposes of allocating Shares in settlement of the Awards and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of the Participant’s personal data is the Participant’s consent. (b). The Company may transfer the Participant’s personal data to an independent service provider in the United States of America to assist the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). The Stock Plan Administrator will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan. Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw the Participant’s consent at any time. If the Participant does not consent, or if the Participant later withdraws the Participant’s consent, the Participant may be unable to participate in the Plan. This would not affect the Participant’s existing employment or salary; instead, the Participant merely may forfeit the opportunities associated with the Plan.
	in its sole discretion. In conjunction with the Company’s grant of the Awards under the Plan and its ongoing administration of such Awards, the Company is providing the following information about its data collection, processing and transfer practices. In accepting the grant of this Award, the Participant expressly and explicitly consents to the personal data activities as described herein. (c)Data Collection, Processing and Usage. The Company collects, processes and uses the Participant’s personal data, including the Participant’s name, home address, email address, telephone number, date of birth, social insurance number or other identification number, salary, citizenship, job title, any Shares or directorships held in the Company, and details of all Awards or any other equity compensation awards granted, canceled, exercised, vested, or outstanding in the Participant’s favor, which the Company receives from the Participant or the Service Recipient. In granting the Awards under the Plan, the Company will collect the Participant’s personal data for purposes of allocating Shares in settlement of the Awards and implementing, administering and managing the Plan. The Company’s legal basis for the collection, processing and usage of the Participant’s personal data is the Participant’s consent. (d)Stock Plan Administration Service Provider. The Company may transfer the Participant’s personal data to an independent service provider in the United States of America to assist the Company with the implementation, administration and management of the Plan (the “Stock Plan Administrator”). The Stock Plan Administrator will open an account for the Participant to receive and trade Shares acquired under the Plan. The Participant will be asked to agree on separate terms and data processing practices with the Stock Plan Administrator, which is a condition to the Participant’s ability to participate in the Plan. (c)Voluntariness and Consequences of Consent Denial or Withdrawal. The Participant’s participation in the Plan and the Participant’s grant of consent is purely voluntary. The Participant may deny or withdraw the Participant’s consent at any time. If the Participant does not consent, or if the Participant later withdraws the Participant’s consent, the Participant may be unable to participate in the Plan. This would not affect the Participant’s existing employment or salary; instead, the Participant merely may forfeit the opportunities associated with the Plan.

Successors and Assigns	The Company may assign any of its rights under this Agreement. This Agreement will be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement will be binding upon the Participant and the Participant’s beneficiaries, executors and administrators.

Additional Requirements	The Company reserves the right to impose other requirements on the Award, any Shares acquired pursuant to the Award and the Participant’s participation in the Plan to the extent the Company determines, in its sole discretion, that such other requirements are necessary or advisable in order to comply with local law or to facilitate the operation and administration of the Award and the Plan. Such requirements may include (but are not limited to) requiring the Participant to sign any agreements or undertakings that may be necessary to accomplish the foregoing.


Severability	The invalidity or unenforceability of any provision of the Plan or this Agreement will not affect the validity or enforceability of any other provision of the Plan or this Agreement, and each provision of the Plan and this Agreement will be severable and enforceable to the extent permitted by law.

Interpretation and Construction	This Agreement and the Plan shall be construed and interpreted by the Committee, in its sole discretion. Any interpretation or other determination by the Committee (including, but not limited to, correction of any defect or omission and reconciliation of any inconsistency in the Agreement or the Plan) shall be binding and conclusive. All determinations regarding enforcement, waiver or modification of the cancellation and rescission and other provisions of this Agreement (including the provisions relating to Termination) shall be made in the Committee’s sole discretion. Determinations made under this Agreement and the Plan need not be uniform and may be made selectively among individuals, whether or not such individuals are similarly situated.

Section 409A of the Code	Although the Company does not guarantee the particular tax treatment of the RSUs granted under this Agreement, the grant of RSUs under this Agreement is intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and this Agreement shall be limited, construed and interpreted in accordance with such intent. In no event whatsoever shall the Company or any of its affiliates be liable for any additional tax, interest or penalties that may be imposed on the Participant by Section 409A of the Code or any damages for failing to comply with Section 409A of the Code. To the extent any payment made under this Agreement constitutes “non-qualified deferred compensation” pursuant to Section 409A of the Code, the provisions of Section 12(t) of the Plan shall apply.

Entire Understanding	This Agreement and the terms of the Plan constitute the entire understanding between the Participant and the Company and its Subsidiaries and Affiliates regarding this Award. Any prior agreements, commitments, or negotiations concerning this Award are superseded.

Participant’s Acknowledgement and Agreement	By accepting the grant of the Award, the Participant acknowledges that the Participant has read this Agreement and the Plan and the Participant specifically accepts and agrees to the provisions therein.