Form of Byline Bancorp, Inc. 2017 Omnibus Incentive Compensation Plan Restricted Share Award Agreement (Time Based Vesting)

Name of Grantee:

 /$ParticipantName$/ (the “Grantee”).

Grant Date:

/$GrantDate$/ (the “Grant Date”).

Number of Restricted Shares:

/$AwardsGranted$/ (the “Target Number of Shares”).

Vesting Dates:

The Restricted Shares will vest one-third on each of the first, second and third anniversaries of the Grant Date (each, a “Vesting Date”).

The Restricted Shares will only vest if the Grantee is, and has been, continuously employed by Byline from the Grant Date through the applicable Vesting Date, and any unvested Restricted Shares will be forfeited upon any termination of Employment.

Notwithstanding the foregoing:

Non-Transferability of the Restricted Shares:

Prior to vesting, the Restricted Shares may not be sold, exchanged, transferred, assigned, pledged, hypothecated, fractionalized, hedged or otherwise disposed of (including through the use of any cash-settled instrument) in any manner other than by will or by the laws of descent and distribution, and any attempt to sell, exchange, transfer, assign, pledge, hypothecate, fractionalize, hedge or otherwise dispose of the Shares delivered in respect of the Restricted Shares in violation of this Award Agreement shall be void and of no effect and Byline shall have the right to disregard the same on its books and records and advise the registrar and transfer agent of the Shares to place a stop order against the transfer of such Shares.

Privileges of Share Ownership:

Subject to the Non-Transferability of the Restricted Shares, effective upon the Grant Date, the Grantee will have all rights of a shareholder of Byline with respect to the Restricted Shares, including voting rights and the right to receive all dividends at the times and in the manner paid to shareholders generally. Notwithstanding the foregoing, all ordinary cash dividends or other ordinary distributions paid upon any Restricted Share will be retained by the Company and will be paid to the Grantee (without interest) when the Restricted Shares vest and will revert back to Byline if the Restricted Share upon which such dividends or other distributions were paid reverts back to Byline.

Issuance and Delivery:

Unless otherwise determined by the Committee, delivery of the Restricted Shares will be by book-entry credit to an account maintained by the registrar and transfer agent of the Shares with the applicable restrictions on transferability imposed on such Restricted Shares by this Award Agreement. Upon the vesting of the Restricted Shares in accordance with this Award Agreement, Byline will instruct the transfer agent to electronically transfer the Grantee’s Shares to a brokerage or other account on the Grantee’s behalf (or make such other arrangements for the delivery of the Shares as Byline reasonably determines).

Section 83(b) Election:

The Grantee hereby acknowledges that the Grantee has been informed that, with respect to the grant of the Restricted Shares, if the Grantee is filing a U.S. federal income tax return for the year in which the grant of Restricted Shares occurs, the Grantee may file an election (the “Election”) with the U.S. Internal Revenue Service, within 30 days of the Grant Date, electing pursuant to Section 83(b) of the Code to be taxed currently on the Fair Market Value of the Restricted Shares on the Grant Date. This will result in recognition of taxable income to the Grantee on the Grant Date, equal to the Fair Market Value of the Restricted Shares on such date. Absent an Election, taxable income will be measured and recognized by the Grantee at the time the Restricted Shares vest. The Grantee is hereby encouraged to seek the advice of the Grantee’s own tax consultants in connection with the Restricted Shares and the advisability of filing the Election. THE GRANTEE UNDERSTANDS THAT ANY TAXES PAID AS A RESULT OF THE FILING OF THE ELECTION MIGHT NOT BE RECOVERED IF THE RESTRICTED SHARES ARE FORFEITED TO BYLINE. THE GRANTEE ACKNOWLEDGES THAT IT IS THE GRANTEE’S SOLE RESPONSIBILITY AND NOT THE COMPANY’S TO TIMELY FILE THE ELECTION, EVEN IF THE GRANTEE REQUESTS THE COMPANY OR ITS REPRESENTATIVE TO MAKE THIS FILING ON THE GRANTEE’S BEHALF. THE GRANTEE MUST NOTIFY THE COMPANY WITHIN 10 BUSINESS DAYS OF FILING ANY ELECTION. For purposes of this Award Agreement, “business day” means any day on which the New York Stock Exchange is open for regular session trading.

Agreement to Protect Company Interests:

All Other Terms: