Limitation on Equity Retainer. Notwithstanding the foregoing or anything to the contrary herein, the maximum Equity Retainer granted to an Eligible Director during the annual director compensation period (as defined in the Plan) shall not exceed the limit set forth in [Section 4(b)(ii)] of the Plan.

Each director shall be entitled to an Equity Retainer equal to ​.

Retainer. “Retainer” means the total cash fees paid to Participant for service on the Board (or any committee thereof), which may be payable on either a calendar quarter or fiscal quarter basis, in arrears.

Director compensation designated as Stock Retainer shall be credited to the Director’s Deferred Stock Account as of the Compensation Payment Date. Upon the Director’s Separation from Service, such compensation and accumulated investment return held in the Director’s Deferred Stock Account shall be distributed to the Director in accordance with the Director’s Distribution Election and the provisions of [Section 7].

Retainer Payment. In addition to and outside of Plan benefits, and in consideration of your compliance with the terms of this Agreement, including but not limited to your compliance with the provisions of [Sections 9] herein, you will receive payments totaling ​, less any deductions required by law or authorized by you, paid in 24 equal monthly installments during the 24 month period following the Termination Date (the “Retainer Payment”).

RETAINER/PAYMENT. Consultant is not receiving compensation. Consultant will receive 1,000,000 class B shares for every patent applied by Pendell on behalf of McGregor that is approved by the USPTO. The parties may agree at a later date to a salary.

Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests, the Senior Notes Debt and the Warrant Transactions by Parent, Borrower will not, and will not permit Parent or any other Subsidiary of Parent to issue or sell or enter into any agreement or arrangement for the issuance or sale of any of its Equity Interests. Notwithstanding the foregoing, ​ Middle East shall be permitted to issue its Equity Interests to UAE Sponsor and enter into all agreements and arrangements in connection with such issuance, so long as # UAE Sponsor at no time holds more than 51% of the total issued and outstanding Equity Interests in ​ Middle East, # ​ Ireland at all times holds 100% of the total issued and outstanding Equity Interests in ​ Middle East not held by UAE Sponsor, # UAE Sponsor's ownership of such Equity Interests in ​ Middle East is subject to the ​ Middle East Governing Documents, # UAE Sponsor and ​ Ireland are party to the ​ Middle East Shareholders Agreement; # pursuant to the ​ Middle East Loan Agreement, UAE Sponsor has created a first fixed charge over its Equity Interests in ​ Middle East in favor of ​ Ireland and has assigned to ​ Ireland all dividends, interest, and other income attaching to its Equity Interests in ​ Middle East or in any way arising out of or in connection with UAE Sponsor's ownership of its Equity Interests in ​ Middle East at any time after the date of such ​ Middle East Loan Agreement, # ​ Ireland has, at all times, a duly executed and effective power of attorney granted by UAE Sponsor in its favor in respect of UAE Sponsor's Equity Interests in ​ Middle East, and ​ Middle East General Manager has, at all times, a duly executed and effective power of attorney granted by ​ Middle East in its favor in respect of the management and operation of ​ Middle East in the Emirate of Abu Dhabi and the United Arab Emirates, in each case, in form and substance satisfactory to Agent (collectively, the "UAE Powers of Attorney"), # UAE Sponsor and ​ Ireland are party to the ​ Middle East Sponsor Services Agreement, and # ​ Ireland and ​ Middle East are party to the ​ Middle East Management Services Agreement.

Limitation on Issuance of Equity Interests. Except for the issuance or sale of Qualified Equity Interests, no Borrower shall, and no Borrower shall permit any of its Subsidiaries to, issue or sell any of its Equity Interests.

Equity. At any time during a Cash Dominion Event, within # Business Day of the date of the issuance by any Loan Party of any shares of its or their Stock or of the receipt by any Loan Party of any capital contribution in excess of ​ in the aggregate during the term of this Agreement (or in excess of ​ at any time while an Event of Default exists), such Borrower shall prepay the outstanding principal amount of the Obligations in accordance with [Section 2.4(f)] in an amount equal to one hundred percent (100%) of the Net Cash Proceeds received by such Person in connection with such issuance or such capital contribution (other than # in the event that such Borrower or any its Subsidiaries forms any Subsidiary in accordance with the terms hereof, the issuance by such Subsidiary of Stock to such Borrowers or any of its Subsidiaries, as applicable, # the issuance of Stock of Parent to directors, officers and employees of Parent pursuant to employee stock option plans (or other employee incentive plans or other compensation arrangements) approved by the Board of Directors, and # the issuance of Stock of Parent in order to finance the purchase consideration (or a portion thereof) in connection with a Permitted Acquisition). The provisions of this [Section 2.4(e)(v)] shall not be deemed to be implied consent to any such issuance or capital contribution otherwise prohibited by the terms and conditions of this Agreement.

Equity. Executive may be eligible to receive equity awards under the applicable equity incentive plan of the Parent Company then in effect, as determined by the Board of Directors of the Parent Company or an appropriate committee thereof.