Non-Employee Directors shall be granted the equity awards described below. The awards described below shall be granted under and shall be subject to the terms and provisions of the Company’s 2020 Incentive Award Plan or any other applicable Company equity incentive plan then-maintained by the Company (the “Equity Plan”) and shall be granted subject to award agreements, including attached exhibits, in substantially the form previously approved by the Board. All applicable terms of the Equity Plan apply to this Program as if fully set forth herein, and all grants of stock options hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreement. For the avoidance of doubt, the share numbers in Sections II(A) and II(B) shall be subject to adjustment as provided in the Equity Plan.

Equity Rights. [[Organization A:Organization]] acknowledges and agrees that this Confirmation is not intended to convey to it rights with respect to the Transaction that are senior to the claims of common stockholders in the event of [[Organization B:Organization]]’s bankruptcy. For the avoidance of doubt, the parties agree that the preceding sentence shall not apply at any time other than during [[Organization B:Organization]]’s bankruptcy to any claim arising as a result of a breach by [[Organization B:Organization]] of any of its obligations under this Confirmation or the Agreement. For the avoidance of doubt, the parties acknowledge that the obligations of [[Organization B:Organization]] under this Confirmation are not secured by any collateral that would otherwise secure the obligations of [[Organization B:Organization]] herein under or pursuant to any other agreement.

Equity Incentives. On the Start Date, Executive will be awarded a special equity incentive grant of 6,500,000 restricted stock units under the 2015 Incentive Plan (the “Plan”) vesting as described below (the “RSUs”), subject to Executive’s continued service through the applicable vesting date. The compensation committee of the Board will approve the grant of RSUs on Executive’s Start Date or as soon as practicable after, with the RSUs vesting as follows: 1,500,000 units on June 19, 2024; 2,000,000 on June 19, 2025; and 3,000,000 on June 19, 2026. In addition, upon Executive’s commencement of duties as the CEO on the CEO Start Date, Executive will be awarded a special equity incentive grant of 2,500,000 fully vested RSUs. The RSUs will be governed by the terms of the Plan and the award agreements evidencing the grants. Executive’s equity incentive grants will be subject to the terms and conditions of other agreements required by the Company as a condition to Executive’s employment, which shall be no less favorable to Executive than those applicable to other senior executives of the Company hired on or after Executive’s Start Date, as well as any stock ownership guidelines and/or incentive compensation recoupment policies that may be adopted by the Board or its compensation committee. In the event that Executive is terminated without cause at any point during the vesting period, all outstanding RSUs shall immediately vest as of the date of termination. Furthermore, upon a change in ownership, any outstanding RSUs due to Executive shall immediately vest immediately prior of said change of ownership. A change of ownership means, but is not limited to, the occurrence of one of the follow: the sale, lease or disposition of 50% or more of any interest or assets in the Company or the merger into or with any other entity.

Equity Issuance. Upon the receipt by the Borrower or any other Obligor of any Net Cash Proceeds of the issuance of any Equity Interests (other than pursuant to any distribution or dividend reinvestment plan), the Borrower shall prepay an aggregate principal amount of Loans equal to 75% of all Net Cash Proceeds received therefrom no later than the fifth Business Day following the receipt of such Net Cash Proceeds (such prepayments to be applied as set forth in [Section 2.09(b)]).

Equity Compensation. The Executive shall be eligible to participate in Parent’s equity incentive plan according to its terms and conditions, as defined by Parent from time to time in its sole discretion. Both entitlement to any equity awards and the amount shall be determined by Parent in its sole discretion.

Equity Compensation. Any equity expenses that Employee shall be entitled to, if any, shall be listed on Exhibit A.

Equity Compensation. Three million six hundred and sixty thousand (3,660,000) shares of its restricted common stock to be issued as of the Effective Date, provided that Employee acknowledges that such grant is conditioned on Employee’s continued services to the Company until at least September 15, 2020. As such, Employee agrees that if he voluntarily ceases to provide services to the Company before such date or if you are terminated by the Company for Cause (as defined in Article 3.4 of this Agreement) then you will forfeit the Shares. If you are terminated from the Company without Cause after March 15, 2020, the forfeiture shall be limited to a pro rata portion based on the number of days remaining until September 15, 2020, divided by the number of days from the Effective Date.

For his or her services as a director of the Company, the Director is eligible to receive awards under the Company’s equity incentive plans as may from time to time be determined by the Board or the administrator of such plan in its sole discretion. Upon execution of this agreement the Director will receive 10,000 Preferred Series A Shares in value of $100,000 under the terms and conditions set forth in the Certificate of Designation.

(A)“Common Stock” means # the Company’s shares of common stock, $0.001 par value per share, and # any capital stock into which such common stock shall have been changed or any share capital resulting from a reclassification of such common stock.

Equity Holdback. During the Term, Executive shall be required to own Company stock in an aggregate then-current fair market value equal to Executive’s then-current Base Salary multiplied by two (the “Ownership Level”).