“Qualified Equity Interests” means any Equity Interests that are not Disqualified Equity Interests.

“Equity Interests” means shares of capital stock, partnership interests, membership interests in limited liability companies, beneficial interests in trusts or other equity ownership interests in any Persons, and any warrants, options or other rights entitling the holders thereof to purchase or acquire any such equity interests.

Neither Holdings nor any Borrower will, nor will they permit any Restricted Subsidiary or Intermediate Holdings to, issue any preferred Equity Interests or any Disqualified Equity Interests, except # in the case of Holdings, preferred Equity Interests that are Qualified Equity Interests and # in the case of Holdings, any Borrower, any Restricted Subsidiary or Intermediate Holdings, # preferred Equity Interests or Disqualified Equity Interests issued to and held by Holdings, any Borrower or any Restricted Subsidiary and # in the case of the Borrowers and Restricted Subsidiaries only, preferred Equity Interests (other than Disqualified Equity Interests) issued to and held by joint venture partners after the Effective Date (“JV Preferred Equity Interests”); provided that in the case of this [clause (y)], any such issuance of JV Preferred Equity Interests shall be deemed to be an incurrence of Indebtedness and subject to the provisions set forth in [Section 6.01(a) and (b)])].

the Borrower may declare and make dividends payable solely in additional shares of Borrower’s Qualified Equity Interests and may exchange Equity Interests for its Qualified Equity Interests;

Stock Ownership and other Equity Interests [Schedule 3A] hereto is a true and correct list of all the Equity Interests in Subsidiaries (other than Equity Interests in Excluded Equity Interests) owned by any Grantor as of the date hereof and required to be pledged under the Guarantee and Collateral Agreement and the record and beneficial owners of such Equity Interests [Schedule 3B] hereto is a true and correct list of all Excluded Equity Interests owned by any Grantor as of the date hereof

is convertible or exchangeable, either mandatorily or at the option of the holder thereof, for Debt or Equity Interests (other than solely for Equity Interests in such Person that do not constitute Disqualified Equity Interests and cash in lieu of fractional shares of such Equity Interests); or

Equity Compensation. 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 Equity Plan, or any other applicable Company equity incentive plan then-maintained by the Company, and shall be granted subject to the execution and delivery of award agreements, including attached exhibits, in substantially the forms 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 and RSUs hereby are subject in all respects to the terms of the Equity Plan and the applicable award agreements. For the avoidance of doubt, the share numbers in this Section 2 shall be subject to adjustment as provided in the Equity Plan.

Outside Directors will be eligible to receive all types of Awards (except Incentive Stock Options) under the Plan, including discretionary Awards not covered under this Policy. All grants of Awards to Outside Directors pursuant to Section 2 of this Policy will be automatic and nondiscretionary, except as otherwise provided herein, and will be made in accordance with the following provisions:

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.