“Equity Issuance” means any issuance for cash by any Person to any other Person of # its Equity Interests, # any of its Equity Interests pursuant to the exercise of options or warrants, # any of its Equity Interests pursuant to the conversion of any debt securities to equity or # any options or warrants relating to its Equity Interests.

“Equity Interests” shall mean shares of capital stock, partnership interests, membership interests in a limited liability company, beneficial interests in a trust or other equity interests in any Person, or any obligations convertible into or exchangeable for, or giving any person a right, option or warrant to acquire, such equity interests or such convertible or exchangeable obligations; provided that Equity Interests shall not include any Debt that is convertible or exchangeable into Equity Interests of any Person prior to such conversion or exchange.

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)])].

“Qualified Equity Interests” means any Equity Interests other than Disqualified Stock.

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

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.

Equity Awards. All Equity Awards shall be vested in full;

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.