Chairperson of the Board. A Non-Executive Director serving as Chairperson of the Board shall receive an additional annual retainer of $53,045 for such service.

Annual Board Chairperson Fee. In lieu of the Annual Fee, the Company will pay the Outside Director who serves as the Chairperson of the Board an annual fee of $180,000 for such service (the “Annual Board Chairperson Fee”). The Annual Board Chairperson Fee will be paid, in arrears in four equal installments on a quarterly basis with each quarterly payment paid on the last day of the applicable quarter.

Annual Committee Chairperson Fee. In addition to the Annual Fee, the Annual Board Chairperson Fee and the Annual Lead Director Fee, as applicable, the

If, on the date of grant of an Annual Award, the chairperson of the Board is also the chairperson of any Committee(s), the dollar value of his or her Annual Award in respect of being chairperson of the Board will be decreased by the cash retainer amount(s) applicable to the chairperson role(s) of such Committee(s) (e.g., if the chairperson of the Board is also the chairperson of the Compensation Committee, the dollar value of the Annual Award associated with serving on as the chairperson of the Board will be reduced from $150,000 to $140,000). The date of grant of Annual Awards will be the date of the applicable annual meeting of stockholders.

An Eligible Director (other than a Chairperson of the Audit Committee, Chairperson of the Compensation Committee or the Non-Executive Chairman of the Board): $125,000.

Section # Chairperson of the JOC. The JOC may appoint any one of the Majority Member Managers to act as Chairperson of the JOC (“Chairperson” or “Chairman”) and preside at all meetings of the JOC at which he is present, subject to the ultimate authority of the JOC to appoint an alternate presiding chairperson at any meeting. Matthew Plavan shall act as the initial Chairperson. For the avoidance of doubt, a Manager shall not be considered to be an officer of the Company by virtue of holding the position of Chairperson and, except as expressly provided herein, shall not have any rights or powers different from any other Manager other than with respect to any procedural matters to the extent delegated by the JOC or as expressly set forth in this Agreement; provided, however, that any procedural rights or powers granted to the Chairperson shall not be in derogation of any rights or powers granted by this Agreement to any Minority Member Manager.

Additional Annual Retainers for Lead Director the Board (if not Chairperson): $25,000 to acknowledge the additional responsibilities and time commitment of the Lead Director (if not Chairperson) role.

The Company shall indemnify the Executive Chairperson in her capacity as an officer and director of the Company to the fullest extent permitted by applicable law against all debts, judgments, costs, charges or expenses incurred or sustained by the Executive Chairperson in connection with any action, suit or proceeding to which the Executive Chairperson may be made a party by reason of her being or having been an officer or director of the Company, or because of actions taken by the Executive Chairperson which were believed by the Executive Chairperson to be in the best interests of the Company, and the Executive Chairperson shall be entitled to be covered by any directors’ and officers’ liability insurance policies which the Company may maintain for the benefit of its directors and officers subject to the limitations of any such policies. The indemnification and coverage provided pursuant to the immediately preceding sentence shall be no less favorable than what is provided to any other member of the Board. The Company shall have the right to assume, with legal counsel of its choice, the defense of the Executive Chairperson in any such action, suit or proceeding for which the Company is providing indemnification to the Executive Chairperson. Should the Executive Chairperson determine to employ separate legal counsel in any such action, suit or proceeding, any costs and expenses of such separate legal counsel shall be the sole responsibility of the Executive Chairperson; provided, that, if the Executive Chairperson employed such counsel after reasonably determining in her good faith judgment that there is an actual, material conflict created by her being represented by the legal counsel to the Company contemplated by the immediately preceding sentence, then the Company will reimburse the Executive Chairperson for the reasonable costs and expenses of such separate legal counsel. If the Company does not assume the defense of any such action, suit or other proceeding, the Company shall, upon request of the Executive Chairperson, promptly advance or pay any amount for costs or expenses (including, without limitation, the reasonable legal fees and expense of counsel retained by the Executive Chairperson) incurred by the Executive Chairperson in connection with any such action, suit or proceeding. The Executive Chairperson must timely repay the amount of any such advance if it shall ultimately be determined that she is not entitled to be indemnified against such costs and expenses. The Company shall not be obligated to indemnify the Executive Chairperson against any actions that constitute an act of gross negligence or willful misconduct or contrary to the general indemnification provision of the DGCL or the Company’s certificate of incorporation or bylaws. This Section shall survive the Term of this Agreement.

Except as provided in this Section 3, the Executive Chairperson shall not receive any compensation in respect of her service as a member or as executive Chairperson of the Board.

Operating Company. The Executive Chairperson may not cite services under this Agreement in support of any claim to be an employee of the Company, the Operating Company or any Subsidiary of the Operating Company for the purpose of claiming any statutory or common law benefit. The Executive Chairperson shall not be eligible to participate in any employee benefit program provided by the Company, the Operating Company or any Subsidiary of the Operating Company to any of their respective employees. The Executive Chairperson shall be solely responsible for the payment of all federal, state, or local income taxes, social security taxes, and other taxes that are imposed on the recipient of compensation earned by the Executive Chairperson under this Agreement. The Executive Chairperson further understands that she may be liable for self-employment (social security) tax to be paid by the Executive Chairperson in accordance with applicable law.