EX-10.8






 Exhibit 10.8 

AVEANNA HEALTHCARE HOLDINGS INC. 2017 STOCK INCENTIVE PLAN 

ARTICLE I 
 ESTABLISHMENT
AND PURPOSE; ADMINISTRATION 
 1.1 Establishment. Aveanna Healthcare Holdings Inc., a Delaware corporation (the
“Company”), hereby establishes a stock incentive plan to be known as the “Aveanna Healthcare Holdings Inc. 2017 Stock Incentive Plan” (the “Plan”). The Plan shall become effective as of the date (the
“Effective Date”) of its adoption by the Company’s board of directors (the “Board”). 
 1.2
Purpose. The Plan is intended to promote the long-term growth and profitability of the Company and its Subsidiaries by providing those persons who are or will be involved in the Company’s and its Subsidiaries’ growth with an
opportunity to acquire an ownership interest in the Company, thereby encouraging such persons to contribute to and participate in the success of the Company and its Subsidiaries. Under the Plan, the Company may make Awards to such present and future
officers, directors, employees, consultants and advisors of the Company or its Subsidiaries as may be selected in the sole discretion of the Board (collectively, the “Participants”). 

1.3 Administration. The Board shall have the power and authority to prescribe, amend and rescind rules and procedures governing the
administration of the Plan, including, but not limited to, the full power and authority: (a) to interpret the terms of the Plan, the terms of any Awards made under the Plan, and the rules and procedures established by the Board governing any
such Awards, (b) to determine the rights of any person under the Plan, or the meaning of requirements imposed by the terms of the Plan or any rule or procedure established by the Board, (c) to select the Participants to receive Awards under the
Plan, (d) to set the exercise price of any Awards granted under the Plan, (e) to establish performance and vesting standards, (f) to impose such limitations, restrictions and conditions upon such Awards as it shall deem appropriate,
(g) to adopt, amend, and rescind administrative guidelines and other rules and regulations relating to the Plan, (h) to correct any defect or omission or reconcile any inconsistency in the Plan, (i) to adopt procedures regarding the
exercise and settlement of Awards, including establishing “black out” or other periods during which Awards may not be exercised or settled, and (j) to make all other determinations and take all other actions necessary or advisable for
the implementation and administration of the Plan, subject to such limitations as may be imposed by the Code or other applicable law. Each action of the Board (including each determination of the Board) shall be final, binding and conclusive on all
Participants and all other Persons. The Board may, to the extent permissible by law, delegate any of its authority hereunder to any duly authorized committee of the Board or any other persons as it deems appropriate. 

ARTICLE II 
 DEFINITIONS

 As used in the Plan, the following terms shall have the meanings set forth below: 

“Affiliate” of any Person means any other Person controlled by, controlling or under common control with such Person;
provided that the Company and its Subsidiaries shall not be deemed to be Affiliates of any Stockholder (as defined in the Stockholders Agreement). As used 

  
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in this definition, “control” (including, with its correlative meanings, “controlling,” “controlled by” and “under common control
with”) means possession, directly or indirectly, of power to direct or cause the direction of management or policies (whether through ownership of securities, by contract or otherwise). With respect to any Person who is an individual,
“Affiliates” also includes, without limitation, any member of such individual’s Family Group (as defined in the Stockholders Agreement). 

“Aggregate Spread” of any Option as of any particular date means (a) the aggregate Fair Market Value of the securities
for which such Option is exercisable, minus (b) the aggregate exercise price payable by the holder of such Option in order to acquire such securities. 

“Aggregate Spread Per Share” means (a) the Aggregate Spread of the applicable Option, divided by (b) the
total number of securities for which such Option is exercisable. 
 “Awards” means Options and Deferred RSUs. 

“Award Agreement” means a written agreement between the Company and a Participant setting forth the terms, conditions, and
limitations applicable to an Award; provided that, unless expressly set forth in an Award Agreement and approved by the Board, all Award Agreements shall be deemed to include all of the terms and conditions of the Plan. 

“Award Stock” means, for any Participant, any Common Stock issued to such Participant upon exercise or settlement of any
Award granted hereunder. For all purposes of the Plan, Award Stock will continue to be Award Stock in the hands of any holder (including any Permitted Transferee) except for the Company, the Sponsors and purchasers pursuant to a Public Sale, and
each such other holder of Award Stock will succeed to all rights and obligations attributable to such Participant as a holder of Award Stock hereunder. Award Stock will also include shares of the capital stock issued with respect to shares of Award
Stock by way of a merger, stock split, stock dividend or other recapitalization. 
 “Cause” means (a) in the case
where there is no employment, consulting or similar agreement in effect between the Company or a Subsidiary and the Participant as of the Participant’s Termination Date (or where there is such an agreement but it does not define
“cause”), that such Participant has: (i) failed or refused to comply with a material directive from the Board or, if applicable, the board of directors of any Subsidiary or the Participant’s supervisor; (ii) received a confirmed
positive illegal drug test result; (iii) abused alcohol in a manner that impairs the Participant’s ability to perform the Participant’s duties; (iv) violated a material written policy of the Company or its Subsidiaries;
(v) engaged in misconduct that could be injurious to the business of the Company or any Affiliate; or (vi) committed a felony or any crime involving moral turpitude; or (b) in the case where there is an employment, consulting or
similar agreement in effect between the Company or a Subsidiary and the Participant as of the Participant’s Termination Date that defines “cause,” “cause” as defined under such agreement. 

“Closing Date” has the meaning set forth in the Merger Agreement. 

“Code” means the Internal Revenue Code of 1986, as it may be amended from time to time. 

  
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 “Common Stock” means the Company’s
non-voting Class B Common Stock, par value $0.01 per share, or, in the event that the outstanding shares of Class B Common Stock are hereafter recapitalized, converted into or exchanged for different
stock or securities of the Company or its Affiliates, such other stock or securities. 
 “Company Group” means the Company
and its Subsidiaries. 
 “Confidential Information” means any and all data and information relating to the Company Group,
its activities, business, or clients that (a) is disclosed to a Participant or of which a Participant becomes aware as a consequence of his or her employment and/or service with the Company Group; (b) has value to the Company Group; and
(c) is not generally known outside of the Company Group. “Confidential Information” shall include, but is not limited to the following types of information regarding, related to, or concerning the Company Group: trade secrets
(as defined by O.C.G.A. §10-1-761); financial information and projections, strategic plans, business plans, organizational plans, markets, sales, pricing policies,
operational methods, customer lists, referral source lists, compensation or benefits paid to employees or other service providers; terms or conditions of employment; human resources information or business related information contained in the
Company Group’s computer or other systems. “Confidential Information” also includes (i) combinations of information or materials which individually may be generally known outside of the Company Group, but for which the
nature, method, or procedure for combining such information or materials is not generally known outside of the Company Group; and (ii) any and all data and information relating to or concerning a third party that otherwise meets the definition
set forth above, that was provided or made available to the Company Group by such third party, and that the Company Group has a duty or obligation to keep confidential. This definition shall not limit any definition of “confidential
information” or any equivalent term under state or federal law. “Confidential Information” shall not include information that has become generally available to the public by the act of one who has the right to disclose such
information without violating any right or privilege of the Company Group. 
 “Deferred RSUs” means the deferred restricted
stock units granted pursuant to Article VI. 
 “Development” means (a) any and all ideas, trade secrets,
information (including Confidential Information, know-how, processes, inventions, technology, discoveries, original works of authorship, modifications, enhancements, improvements, derivative works, computer
software (including source code, executable code, algorithms, pseudocode, firmware, interfaces, data, databases, and documentation), processes, methods, formulas, designs, trademarks, service marks, and logos (whether or not patentable,
copyrightable or able to be protected as a trade secret and whether or not reduced to practice) that are conceived, developed, designed, made, authored, contributed to or reduced to practice by a Participant (either solely or jointly with others))
together with all physical or tangible embodiments of any of the foregoing, (b) all modifications, enhancements, improvements, and derivations of any of the foregoing, and (c) all claims and rights in and to all of the foregoing existing
in any jurisdiction throughout the world, whether or not registration is or has been secured for any intellectual property rights embodied therein, including any intellectual property registrations or applications, any renewals and extensions
thereof, and in and to all works based upon, derived from, or incorporating any of the foregoing, and in and to all income, royalties, damages, claims, and payments now or hereafter due or payable with respect thereto, and in and to all causes of
action, either in law or in equity for past, present or future infringement based on any of the foregoing, and in and to all rights corresponding to any of the foregoing throughout the world, and all the rights embraced therein, including the right
to make, use, sell, offer for sale, duplicate, reproduce, copy, distribute, import, export, display, license, adapt, and prepare derivative works from, or modifications, improvements or enhancements to, any of the foregoing. 

  
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 “Disability,” for any Participant, (a) in the case where there is no
employment, consulting or similar agreement in effect between the Company or a Subsidiary and the Participant as of the Participant’s Termination Date (or where there is such an agreement but it does not define “disability”), means
such Participant’s eligibility to receive disability benefits under the Company’s or its Subsidiary’s long-term disability plan or the inability of such Participant, as determined by the Board, to perform the essential functions of
the Participant’s regular duties and responsibilities, with or without reasonable accommodation, due to a medically determinable physical or mental illness which has lasted (or can reasonably be expected to last) for a period of six
(6) consecutive months; or (b) in the case where there is an employment, consulting or similar agreement in effect between the Company or a Subsidiary and the Participant as of the Participant’s Termination Date that defines
“disability,” “disability” as defined under such agreement. 
 “Exchange Act” means the Securities
Exchange Act of 1934, as amended from time to time, or any successor statute thereto, and the rules and regulations promulgated thereunder. 

“Fair Market Value,” or “FMV,” means the value as determined by the Board in good faith based on the
relevant facts and circumstances existing at the time of such determination, without regard to any discounts for lack of control or lack of marketability. The Board’s determination of FMV will be applied on a uniform and consistent basis for
purposes of the Plan. 
 “Initial Public Offering,” or “IPO,” means an initial underwritten Public
Offering consummated by the Company that results in the shares of the Common Stock or the Company’s Class A Common Stock that are sold in such Public Offering being listed on (a) the New York Stock Exchange or the NASDAQ Stock Market
or (b) such other securities exchange as may be agreed by each of the Sponsors. 
 “IRR” means, as of any Measurement
Date, the interest rate (compounded annually) which, when used as the discount rate to calculate the net present value as of the date thereof of the sum of (a) the aggregate value of all Sponsors Returns and (b) the aggregate amount of all
Sponsors Investments (which, for the avoidance of doubt, will be a negative amount), causes such net present value to equal zero (0). 

“Liquidity Event” means the occurrence of any of (a) an Initial Public Offering, (b) a Sale of the Company,
(c) the payment of a cash dividend by the Company in an amount equal to at least 20% of the consolidated equity value of the Company and its Subsidiaries immediately prior to such dividend, or (d) the payment of a series (whether or not
related) of cash dividends by the Company that, in the aggregate, amount to at least 20% of the consolidated equity value of the Company and its Subsidiaries immediately prior to the last such payment, in each case, as determined in good faith by
the Board. 

  
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 “Material Contact” means, with respect to any Participant, contact between
such Participant and a customer or referral source of the Company Group (a) with whom or which such Participant has or had dealings on behalf of the Company Group; (b) whose dealings with the Company Group are or were coordinated or
supervised by such Participant; (c) about whom such Participant obtains Confidential Information in the ordinary course of business as a result of his or her employment and/or service with the Company Group; or (d) who receives products or
services of the Company Group, the sale or provision of which results or resulted in compensation, commissions, or earnings for such Participant within the two (2) years prior to such Participant’s Termination Date. 

“Measurement Date” means each date occurring on or after the first Liquidity Event to occur after the Effective Date on which
Sponsors Returns occur. For the sake of clarity, the first Measurement Date shall be the date on which the first Liquidity Event occurs after the Effective Date. 

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of December 23, 2016, by and among PSA
Healthcare Intermediate Holding Inc., Aveanna Healthcare LLC (f/k/a BCPE Eagle Buyer LLC), BCPE Eagle Merger Sub Inc., PSA Healthcare Holding, LLC and the Company. 

“Multiple of Money,” or “MoM,” means the quotient of (a) Sponsors Returns, divided by
(b) Sponsors Investments. 
 “Options” means options granted pursuant to Article IV. 

“Original Value” for each share of Award Stock which is originally issued upon (a) the exercise of any Option will be
equal to the exercise price paid by the Participant in cash for such share of Award Stock and (b) the settlement of any RSUs will be equal to the Fair Market Value of such RSU as of the settlement date, in each case, as proportionally adjusted
for all mergers, stock splits, stock dividends, and other recapitalizations affecting the Award Stock subsequent to such exercise or settlement, as applicable. If the Participant acquired the Award Stock in a cashless exercise, the Original Value
shall be $0. 
 “Permitted Transferee” has the meaning set forth in the Stockholders Agreement. 

“Person” means an individual, a partnership, a corporation, a limited liability company, an association, a joint stock
company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof. 

“Public Offering” means any sale of the Company’s Class A Common Stock or Class B Common Stock by the Company
to the public pursuant to an offering registered under the Securities Act. 
 “Restricted Lines of Business” means, with
respect to any Participant, (a) in the case where there is no employment, consulting or similar agreement in effect between the Company or a Subsidiary and the Participant as of the Participant’s Termination Date (or where there is such an
agreement but it does not define “restricted lines of business”), all of the business lines that the Company Group was operating or actively considering as of the Participant’s Termination Date; or 

  
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 (b) in the case where there is an employment, consulting or similar agreement in effect between the Company
or a Subsidiary and the Participant as of the date of the conduct in question or as of Participant’s Termination Date that defines “restricted lines of business”, “restricted lines of business” as defined under such
agreement. If the conduct in question occurs during the Participant’s employment with the Company Group and there is no employment, consulting or similar agreement in effect between the Company or a Subsidiary and the Participant (or where
there is such an agreement but it does not define “restricted lines of business”), “Restricted Lines of Business” shall mean all of the business lines that the Company Group was operating or actively considering as of the
date of the conduct in question. 
 “Restricted Period” means, with respect to any Participant, (a) in the case where
there is no employment, consulting or similar agreement in effect between the Company or a Subsidiary and the Participant as of the Participant’s Termination Date (or where there is such an agreement but it does not define “restricted
period”), the period of such Participant’s employment and/or service with the Company and its Subsidiaries, plus the period commencing on the Participant’s Termination Date and expiring on the later of (i) one (1) year after such
Participant’s Termination Date, and (ii) the length of time, if any, during which such Participant receives (or is eligible to receive, where such Participant declines or otherwise takes action to reject), in connection with such
Participant’s termination, severance benefits or other similar payments (other than payments in respect of the repurchase of equity interests in the Company) from the Company or its Subsidiaries pursuant to an agreement with such Participant,
the severance policies of the Company or its Subsidiaries then in effect on the Participant’s Termination Date, at the election of the Company or any of its Subsidiaries or otherwise (or the length of time, in terms of compensation, used to
determine the amount of such Participant’s severance benefits in the event such severance benefits are payable in a lump sum or on a schedule different than such length of time); or (b) in the case where there is an employment, consulting
or similar agreement in effect between the Company or a Subsidiary and the Participant as of the Participant’s Termination Date that defines “restricted period”, “restricted period” as defined under such agreement. 

“Restricted Territory” means, with respect to any Participant, (a) in the case where there is no employment, consulting
or similar agreement in effect between the Company or a Subsidiary and the Participant as of the Participant’s Termination Date (or where there is such an agreement but it does not define “restricted territory”), the area that is
within the United States and within a one hundred (100)-mile radius of each location where the Company Group conducts business as of such Participant’s Termination Date (if the conduct occurs after the Participant’s Termination Date) or
the date of the conduct in question (if the conduct occurs during the employment or service period); or (b) in the case where there is an employment, consulting or similar agreement in effect between the Company or a Subsidiary and the
Participant as of the Participant’s Termination Date that defines “restricted territory”, “restricted territory” as defined under such agreement. 

“Sale of the Company” means any transaction or series of transactions pursuant to which any Independent Third Party or group
of Independent Third Parties in the aggregate acquires (a) Company Capital Stock or Capital Stock of the surviving entity in a merger involving the Company, in each case, entitled to vote (other than voting rights accruing only in the event of
a default, breach, event of noncompliance or other contingency) to elect directors or managers with a majority of the voting power of the Company’s or the surviving entity’s board of directors or managers (whether by merger, consolidation,
reorganization, combination, sale or transfer of Company Capital Stock) or (b) all or substantially all of the Company’s assets determined on a consolidated basis; provided that a Public Offering shall not constitute a Sale of the
Company. “Capital Stock,” “Company Capital Stock,” and “Independent Third Party” have the meanings ascribed to such terms in the Stockholder Agreement. 

  
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 “Securities Act” means the Securities Act of 1933, as amended from time to
time, or any successor federal law then in force, together with all rules and regulations promulgated thereunder. 

“Sponsors” means the Bain Sponsors and the Whitney Sponsors (as such terms are defined in the Stockholders Agreement). 

“Sponsors Initial Investment” means $612,911,419.65. 

“Sponsors Investments” means, without duplication, the sum of the Sponsors Initial Investment and the aggregate Sponsors
Subsequent Investments. 
 “Sponsors Returns” means, without duplication, as of any Measurement Date, all cash (including
cash dividends, cash distributions, cash proceeds, and all management and transaction-related fees paid to the Sponsors) received (on a cumulative basis) by the Sponsors with respect to or in exchange for equity securities (including securities that
are convertible into equity securities) of the Company that are purchased through a Sponsors Investment (whether such payments are received from the Company or any third party) from the Closing Date through such Measurement Date. For the sake of
clarity, “Sponsors Returns” exclude all amounts paid to the Sponsors in a form other than cash and amounts paid to the Sponsors as expense reimbursements. 

“Sponsors Subsequent Investments” means, without duplication, as of any Measurement Date, any payment, or investment by the
Sponsors with respect to or in exchange for debt or equity securities (including securities that are convertible into equity securities) of the Company (whether such payments are made to the Company or any third party) after the Closing Date and
until such Measurement Date. 
 “Stockholders Agreement” means the Stockholders Agreement, dated as of March 16, 2017,
by and among the Company and the Sponsors, as the same may be amended from time to time. 
 “Subsidiary” means any
corporation, partnership, limited liability company or other entity in which the Company owns, directly or indirectly, stock or other equity securities or interests possessing 50% or more of the total combined voting power of such entity. 

“Termination Date” means (a) if the Participant is an employee at the time of the grant of an Award hereunder, the date
of the Participant’s termination of employment with the Company and its Subsidiaries for any or no reason, and (b) if the Participant is a non-employee director or consultant at the time of the grant
of an Award hereunder, the Participant’s termination of service with the Company and its Subsidiaries for any or no reason, in each case, regardless of whether the termination date is selected by agreement with the Company or unilaterally by
the Company or any of its Subsidiaries (as applicable) and whether advance notice is or is not given to the Participant. No period of notice that is or ought to have been given under applicable law in respect of the termination of employment or
service will be taken into account in determining entitlement under 

  
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 the Plan. Furthermore, a Participant who goes on a leave of absence approved by the Company or one of its
Subsidiaries or specifically authorized by applicable law shall not be deemed to have ceased the Participant’s employment or service with the Company and its Subsidiaries during the period of such leave; provided that the time vesting of
such Participant’s Options under Section 4.3(a) and the time vesting of such Participant’s RSUs granted under Article VI shall be suspended during the period of such leave, except to the extent such suspension is
prohibited by applicable law. 
 “Transfer” means any direct or indirect sale, transfer, assignment, pledge, encumbrance or
other disposition (whether with or without consideration and whether voluntary, involuntary or by operation of law, including to the Company or any of its Subsidiaries) of any interest. 

“Work Product” means, for any Participant, Developments conceived, developed, designed, made, invented, authored, contributed
to or reduced to practice by such Participant while employed by, or providing services to, the Company or any of its Subsidiaries. 

ARTICLE III 
 AWARDS AND
ELIGIBILITY 
 3.1 Awards. Awards under the Plan shall be granted in the form of
non-qualified stock options as described in Article IV or restricted stock units as described in Article VI. For the avoidance of doubt, no Option shall be an incentive stock option within the
meaning of Section 422(a) of the Code or any successor provision. Each Award shall be evidenced by a written Award Agreement containing such restrictions, terms, and conditions, if any, as the Board may require; provided that, except as
otherwise expressly provided in an Award Agreement, if there is any conflict between any provision of the Plan and an Award Agreement, the provisions of the Plan shall govern. 

3.2 Maximum Shares Available. An aggregate of no more than 798,438.5679 shares of Common Stock shall be reserved for issuance with
respect to Options and 15,000.0000 shares of Common Stock shall be reserved for issuance with respect to Deferred RSUs. All Awards shall be subject to adjustment by the Board as follows. In the event of any reorganization, recapitalization, stock
split, stock dividend, combination of shares, merger, consolidation or similar change affecting the Common Stock, the Board shall make such changes in the number and type of equity securities covered by outstanding Awards and the terms thereof as
the Board determines are necessary to prevent dilution or enlargement of rights of the Participants under the Plan. Without limiting the generality of the foregoing, in the event of any such transaction, the Board shall have the power to make such
changes as it deems appropriate in the number and type of shares covered by outstanding Awards, the prices specified therein, and the securities or other property to be received upon exercise or settlement (which may include providing for cash
payment (or no consideration) in exchange for cancellation of outstanding Awards). If any Awards expire unexercised or unpaid or are canceled, terminated or forfeited in any manner without the issuance of Common Stock or payment thereunder, the
shares with respect to which such Awards were granted shall again be available under the Plan, subject to the foregoing maximum amounts. Shares of Common Stock to be issued upon exercise or settlement of Awards may be either authorized and unissued
shares, treasury shares or a combination thereof, as the Board shall determine. 

  
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 3.3 Eligibility. The Compensation Committee of the Board (the
“Committee”) may, from time to time, select the individuals who shall be eligible to participate in the Plan and the Awards to be made to each such Participant. The Committee may consider any factors it deems relevant in selecting
the Participants and in making Awards to such Participants. The Committee’s determinations under the Plan (including determinations of which persons are to receive Awards and in what amount) need not be uniform and may be made by it selectively
among persons who are eligible to receive Awards under the Plan. 
 3.4 No Right to Continued Employment or Service. Nothing in the
Plan or in any Award Agreement, as applicable, shall confer on any Participant any right to continue in the employment of, or to continue to provide services to, the Company or its Subsidiaries or interfere in any way with the right of the Company
or its Subsidiaries to terminate such Participant’s employment or service at any time for any or no reason or to change any terms of such Participant’s employment or service (including the rate of compensation). 

3.5 Return of Prior Awards. The Committee shall have the right, at its discretion, to require the Participants to return to the Company
Awards previously granted to them under the Plan in exchange for new Awards; provided that, no Participant shall be required, without such Participant’s prior written consent, to return any Award if the new Award is to be made on terms
less favorable to such Participant than the Award to be returned. Subject to the provisions of the Plan, such new Awards shall be upon such terms and conditions as are specified by the Board at the time the new Awards are made. 

3.6 Securities Laws. The Plan has been instituted by the Company to provide certain compensatory incentives to the Participants and is
intended to qualify for an exemption from the registration requirements under (a) the Securities Act pursuant to Rule 701 promulgated under the Securities Act and (b) applicable state securities laws. 

ARTICLE IV 
 OPTIONS

 4.1 Options. The Board shall have the right and power to grant to any Participant, at any time prior to the termination of the
Plan, Options in such quantity, at such price, on such terms and subject to such conditions as are consistent with the Plan and established by the Board. Options granted under the Plan shall be in the form described in this Article IV, or in
such other form or forms as the Board may determine, and shall be subject to such additional terms and conditions and evidenced by Award Agreements, as shall be determined from time to time by the Board. 

4.2 Exercise Price. Options granted under the Plan at the time of adoption of the Plan will have an exercise price equal to the greater
of (a) the per share cash consideration paid by the Sponsors for Class A Common Stock in the Company, par value $0.01 per share (the “Closing Price”), and (b) the grant date Fair Market Value of a share of Common
Stock; provided that Accelerator Options (as defined below) will have an exercise price equal to two (2) times the Closing Price (and in no event less than the grant date Fair Market Value of a share of Common Stock). Subsequent grants
will have an exercise price equal to or greater than the grant date Fair Market Value of a share of Common Stock; provided that Accelerator Options (as defined below) will have an exercise price equal to two (2) times the grant date Fair
Market Value of a share of Common Stock. 

  
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 4.3 Vesting of Options. Unless otherwise set forth in an Award Agreement, all Options
shall be subject to vesting in accordance with the provisions of this Section 4.3. In addition to the other requirements set forth in this Section 4.3, unless otherwise set forth in an Award Agreement, Options shall vest only
so long as a Participant remains employed by (in the case of a grant of Options to a Participant who is an employee of the Company or its Subsidiaries as of the grant date) or provides services to (in the case of a grant of Options to a Participant
who is not an employee of, but rather is a director or consultant of, the Company or its Subsidiaries as of the grant date) the Company or one of its Subsidiaries from the grant date through the applicable vesting date. Options shall be exercisable
only to the extent that they are vested. Unless otherwise set forth in an Award Agreement, (1) Awards of Options may be divided into up to three tranches; (2) each tranche shall be exercisable for the number of shares of Common Stock set forth
in the Award Agreement; and (3) the three possible tranches shall be referred to hereunder as: “Time-Vesting Options,” “Performance-Vesting Options,” and “Accelerator Options”. 

(a) Time-Vesting Options. 

(i) General. The Time-Vesting Options will be subject to time vesting only and will vest in equal twenty percent (20%) installments on
each of the first five (5) anniversaries of the grant date, such that all Time-Vesting Options will be vested as of the fifth (5th) anniversary of the grant date (the “Time-Vesting Schedule”). 

(ii) Death or Disability. Upon termination of a Participant’s employment due to death or Disability, an additional forty percent
(40%) of the Time-Vesting Options will vest; provided that no more than one hundred (100%) of the Time-Vesting Options will vest as a result of this additional vesting. 

(iii) Sale of the Company. Notwithstanding the foregoing Time-Vesting Schedule, all Time-Vesting Options will fully vest immediately
prior to the consummation of a Sale of the Company. For the avoidance of doubt, no accelerated vesting will occur pursuant to this Section 4.3(a)(iii) absent the consummation of such Sale of the Company. 

(iv) IPO. An IPO of the Company or any of its Subsidiaries or any successor to any of them will not result in any accelerated vesting
of the Time-Vesting Options, and all Time-Vesting Options will continue to vest according to the Time-Vesting Schedule. 
 (b)
Performance-Vesting Options. The Performance-Vesting Options shall be subject to performance vesting and will only be deemed fully vested when they have vested in accordance with the terms hereof. 

(i) General. The Performance-Vesting Options will vest based upon achievement of the MoM or IRR thresholds set forth below. For the
avoidance of doubt, no more than one hundred percent (100%) of the Performance-Vesting Options will vest. 

  
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 (ii) MoM Vesting. The Performance-Vesting Options will-vest upon the occurrence of a
Measurement Date with respect to a designated percentage of the Performance-Vesting Options, as follows: (A) 2.0x Performance-Vesting Options (50% of the Performance-Vesting Options): one hundred percent (100%) of the 2.0x Performance-Vesting
Options will vest if the MoM is at least two (2.0) times through such date; and (B) 2.5x-3.0x Performance-Vesting Options (50% of the Performance-Vesting Options): the
2.5x-3.0x Performance-Vesting Options will vest on a straight-line basis based upon the achievement of a MoM through the applicable Measurement Date between two and a half (2.5) and three (3.0) times, with
zero percent (0%) vesting at a two and a half (2.5) times MoM and one hundred percent (100%) vesting at a three (3.0) times MoM. For the avoidance of doubt, no Performance-Vesting Options will vest under this Section 4.3(b)(ii) if the
MoM is less than two (2.0) times. 
 (iii) IRR Vesting. As an alternative to the MoM Vesting set forth in
Section 4.3(b)(ii), fifty percent (50%) of the Performance-Vesting Options will performance vest upon the occurrence of a Measurement Date, if the IRR on such Measurement Date is at least twenty percent (20%), and the remaining fifty
percent (50%) of the Performance-Vesting Options will performance vest upon the occurrence of a Measurement Date, if the IRR on such Measurement Date is at least twenty-five percent (25%). For the avoidance of doubt, no Performance-Vesting Options
will vest under this Section 4.3(b)(iii) if the IRR is less than twenty percent (20%). 
 (iv) Determination of Vesting.
The IRR and MoM computations shall be made on a pro forma basis, taking into account the vesting and payment of any entitlements under outstanding incentive equity awards of the Company (including the Options granted hereunder) (collectively, the
“Equity Awards”), such that, if the IRR or MoM threshold, as applicable, is achieved, but after the vesting and payment of any entitlements under the Equity Awards resulting from such achievement, such IRR or MoM threshold would no
longer be achieved, or would be achieved to a lesser extent, such vesting shall not take effect or shall be reduced accordingly. To the extent a reduction would be warranted pursuant to the preceding sentence, the Board shall calculate, by using an
iterative process, that portion of all unvested Equity Awards which would result in the relevant threshold being met and allocate such vesting pro-rata among the holders of such Equity Awards based on their
relative unvested Equity Awards holdings. For the avoidance of doubt, no Equity Awards will vest to the extent that the relevant threshold would not be met after taking into account such vesting. The Board shall determine in its good faith
discretion whether the relevant thresholds have been satisfied. 
 (v) IPO. Any Performance-Vesting Options that are unvested as of
the consummation of an IPO will continue to performance vest following an IPO in accordance with Section 4.3(b); provided that, if during the period any of the Sponsors continue to own Class A Common Stock (or the successor
equity security to the Class A Common Stock), the Common Stock price meets or exceeds the Common Stock price equivalent of the performance targets set forth in Section 4.3(b) (as converted in the Board’s good faith discretion)
for any one hundred eighty (180) consecutive days commencing on or after the first anniversary of the IPO, then the corresponding portion of the Performance-Vesting Options will vest. For the avoidance of doubt, the first date on which the
Performance-Vesting Options are eligible to vest pursuant to this provision is the eighteen (18)-month anniversary of the IPO. 

  
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 (c) Accelerator Options. The Accelerator Options will be subject to time vesting and
will vest according to the Time-Vesting Schedule, including with respect to the accelerated time vesting provisions applicable upon the consummation of a Sale of the Company. 

ARTICLE V 
 OPTION
EXPIRATION AND EXERCISE 
 5.1 Expiration. 

(a) Expiration of Term. All Options granted under the Plan shall expire at the close of business in the time zone of the Company’s
headquarters on the tenth (10th) anniversary of the date of grant to the Participant of such Options (with respect to such Options, the “Term”), subject to earlier expiration as provided in this Article V. 

(b) Expiration on Termination. Except as otherwise set forth in an Award Agreement, the portion of such Participant’s Options that
have not fully vested as of the Participant’s Termination Date shall automatically expire at such time without consideration. 
 (c)
Unvested Performance-Vesting Options. Except as otherwise set forth in an Award Agreement, all Performance-Vesting Options that have not vested shall immediately terminate and expire for no consideration on the date that all of the Sponsors
cease to own any equity interest in the Company or any security received in exchange for an equity interest in the Company. 
 (d) Sale of
the Company. Any Performance-Vesting Options that will not-vest (or have not vested) upon or prior to the consummation of a Sale of the Company shall terminate and be canceled immediately before such Sale
of the Company. 
 5.2 Exercise on Termination. Except as otherwise set forth in an Award Agreement, the portion of a
Participant’s Options that have vested as of such Participant’s Termination Date shall expire upon, the earlier to occur of: (a) the end of their Term and (b) (i) ninety (90) days after the Termination Date, if a Participant is
terminated without Cause or if the Participant resigns for any or no reason (other than under circumstances where the Board determines that Cause exists), (ii) one (1) year after the Termination Date, if a Participant is terminated due to death
or due to Disability, (iii) immediately upon termination if a Participant is terminated for Cause or if a Participant resigns under circumstances where the Board determines that Cause exists, and (iv) immediately upon a Participant’s
breach of any of the provisions contained in Article XI or any other non-competition or other restrictive covenant benefiting the Company or its Subsidiaries. 

5.3 Procedure for Exercise. At any time after all or any portion of a Participant’s Options have fully vested and prior to their
expiration, a Participant may exercise all or any portion (but not less than 10%) of such Options by (a) delivering written notice of exercise to the Company specifically identifying the particular Options to be exercised (an “Exercise
Notice”), together with a written acknowledgment to each of the items set forth in Section 7.1 (including that such Participant has read and has been afforded an opportunity to ask questions of the management of the Company or
its Subsidiaries regarding all financial and other information provided to such Participant regarding the Company or its Subsidiaries), (b) paying the applicable exercise price for such Options in connection with this Section 5.3 and the
applicable Award Agreement and (c) 

  
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 delivering an executed joinder to the Stockholders Agreement in accordance with Article VIII below
and such other representations and agreements (including any lock-up agreement) as the Company may deem necessary or advisable in connection with the exercise of such Options. Unless otherwise provided in an
Award Agreement, payment by the Participant in connection with any exercise shall be (i) made by a check payable to the Company or a wire transfer of immediately available funds of the amount equal to the product of the exercise price
multiplied by the number of shares of Award Stock to be acquired (the “Exercise Price Payment”), and the amount of any additional federal and state income taxes or any income taxes or employee’s social security contributions
arising in any jurisdiction outside the United States required to be withheld (or accounted for to appropriate revenue authorities by the Participant’s employer) by reason of the exercise of the Options (the “Tax Payment,”
which amount shall be calculated by the Company and provided to the Participant promptly following delivery of an Exercise Notice, and which shall be subject to later adjustment by the Company (with a corresponding payment by or refund to the
Participant) in the event that any such adjustment is required), and (ii) due in full from the Participant at the same time as delivery of the Exercise Notice (with the portion representing taxes or contributions due within ten
(10) business days of the date on which the Company informs the Participant in writing of the amount of such items pursuant to the provisions of this Section 5.3). For United States federal income tax purposes, the Company intends
to treat Options as exercised at the time the Company issues the applicable Award Stock to the Participant. Notwithstanding anything to the contrary in the foregoing, an Award Agreement may provide or, alternatively, the Board may permit, in its
sole discretion, for a Participant to pay the Exercise Price Payment and/or the Tax Payment by way of a cashless exercise. Such cashless exercise shall be effectuated by the Company withholding from delivery to the Participant the number of shares
of Common Stock that have an aggregate Fair Market Value equal to the Exercise Price Payment and/or the Tax Payment (as applicable). 

ARTICLE VI 
 DEFERRED
RESTRICTED STOCK UNITS 
 6.1 Deferred RSUs. The Board shall have the right and power to grant to any Participant, at any time
prior to the termination of the Plan, Deferred RSUs in such quantity, at such price, on such terms and subject to such conditions as are consistent with the Plan and established by the Board. Deferred RSUs granted under the Plan shall be in the form
described in this Article VI, or in such other form or forms as the Board may determine, and shall be subject to such additional terms and conditions and evidenced by Award Agreements, as shall be determined from time to time by the Board. 

6.2 Vesting. Except as otherwise set forth in the applicable Award Agreement, all of a Participant’s Deferred RSUs shall be fully
vested as of the grant date. 
 6.3 Settlement. Within sixty (60) days following the first to occur between (a) a Sale of
the Company (provided that such Sale of the Company also constitutes a “change in control event” under Section 409A of the Code and the regulations promulgated thereunder) and (b) the Participant’s Termination Date
(provided that such Termination Date also constitutes a “separation from service” under Section 409A of the Code and the regulations promulgated thereunder) (as applicable, the “Settlement Date”), the
Participant shall receive the number of shares of Common Stock that corresponds to the number of Deferred RSUs then-outstanding, 

  
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 provided that, prior to the end of such sixty (60)-day
period, the Participant has fulfilled all of the conditions to the settlement of such Deferred RSUs established by the Company (which conditions include (a) if the Participant is not already a party to the Stockholders Agreement as of the
settlement of such Deferred RSUs, the Participant delivering an executed joinder to the Stockholders Agreement in accordance with Article VIII below and (b) executing such other representations and agreements (including any lock-up agreement) as the Company may from time to time deem to be necessary or advisable in connection with the settlement of Deferred RSUs). If the Participant has not satisfied all of the conditions to settling
the Participant’s Deferred RSUs within sixty (60) days following the Settlement Date, Award Stock will not be issued to the Participant and such Deferred RSUs will be forfeited with no consideration due. Notwithstanding anything to the
contrary herein, if the applicable sixty (60)-day period referred to herein spans, or could reasonably be expected to span, two (2) calendar years, then any settlement of such Deferred RSUs required to be
made under this Section 6.3 shall be made in the later calendar year. 
 6.4 Put Right. In the event that the Settlement
Date is on account of a Participant’s Termination Date as provided for in Section 6.3(b) hereof, then such Participant shall have the right (the “Put Right”), by providing the Company with written notice (the
“Put Notice”) during the thirty (30)-day period immediately following the Settlement Date, to require the Company to purchase, and the Company then shall have the obligation to purchase,
subject to the limitations set forth below, all of the shares of Award Stock that the Participant received on such Settlement Date with respect to his or her Deferred RSUs at a purchase price equal to the Fair Market Value of such shares of Award
Stock as of the repurchase closing date. 
 (a) Any repurchase pursuant to this Section 6.4 will take place as soon as reasonably
practicable, and in any event not later than ninety (90) days after the Participant’s delivery of the Put Notice (provided, that such time shall be extended as necessary to comply with the requirements of the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended, or other applicable legal requirements, and provided, further, that such time shall be extended as necessary to avoid any adverse accounting treatment), at the principal office of the
Company, or at such other time and location as the parties to such purchase may mutually determine. The Company will pay for the Award Stock to be purchased pursuant to the Put Right (i) by delivery of a check payable to the holder(s) of Award
Stock or a wire transfer of immediately available funds in an amount equal to the repurchase price, or (ii) solely to the extent the Company is prohibited by law or any of the Financing Agreements (as defined in Section 9.6) from
repurchasing any such Award Stock pursuant to this Section 6.4, by the issuance of a subordinated note, which shall accrue interest payable quarterly at a per annum rate equal to the LIBOR rate at the time of issuance of such note plus
500 basis points. Any such subordinated note will mature upon the earliest to occur among (A) the termination, lapse and/or waiver of the applicable prohibitions in the Financing Agreements, (B) a Sale of the Company, and (C) an
Initial Public Offering; provided that the Company may offset against such repurchase price any then existing documented and bona fide monetary debts owed by such Participant to the Company or its Subsidiaries. The Company will receive
customary representations and warranties from each seller regarding the sale of Award Stock, including, but not limited to, representations that such seller has good and marketable title to the Award Stock to be Transferred free and clear of all
liens, claims and other encumbrances, and the Company will be entitled to require all sellers’ signatures be guaranteed by a national bank or reputable securities broker. 

  
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 (b) Restrictions on Repurchase. Notwithstanding anything to the contrary contained in
the Plan, all repurchases of Award Stock by the Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Financing Agreements. If any such restrictions prohibit the repurchase of Award Stock
for cash and/or subordinated notes as contemplated by Section 6.4(a), the time periods provided in this Section 6.4 shall be suspended, and the Company will make such repurchases for cash and/or subordinated notes, as
applicable, as soon as it is permitted to do so under such restrictions. 
 ARTICLE VII 

GENERAL PROVISIONS 
 7.1
Representations on Exercise or Settlement. In connection with any exercise or settlement of any Award and the issuance of Award Stock thereunder (other than pursuant to an effective registration statement under the Securities Act), the
Participant shall, by the act of delivering the Exercise Notice or by the act of receiving Award Stock upon settlement of an Award (as applicable and without any further action on the part of the Participant), represent and warrant to the Company
that, as of the time of such exercise or settlement, the Participant: 
 (a) has such knowledge and experience in financial and business
matters so as to be capable of evaluating the merits and risks of the Participant’s investment in the Award Stock, and the Participant is able to bear the economic risk of the investment in the Award Stock for an indefinite period of time
because the Award Stock is subject to the transfer restrictions contained in the Stockholders Agreement and has not been registered under the Securities Act or the securities laws of any state or other jurisdiction or foreign nation and, therefore,
cannot be resold, pledged, assigned or otherwise disposed of, unless they are subsequently registered under the Securities Act and under the applicable securities laws of certain states or foreign nations or unless an exemption from such
registration is available; 
 (b) is or was an officer, director, employee, consultant or advisor of the Company or one of its Subsidiaries
and, in connection with such employment or service, has obtained adequate information regarding the Company in order to make informed decisions regarding the acquisition and holding of Award Stock; 

(c) has had an opportunity to ask questions and receive answers concerning the terms and conditions of the offering of the Award Stock to be
acquired by the Participant hereunder and has had full access and the opportunity to review such other information concerning the Company as the Participant may have requested in making the Participant’s decision to invest in the Award Stock
being issued hereunder; 
 (d) acknowledges that the Award Stock is subject to the restrictions described herein and in the Stockholders
Agreement, and the Participant has received and reviewed a copy of the Stockholders Agreement; 
 (e) acknowledges that any certificate
representing the Award Stock shall include such legend(s) as are set forth in the Stockholders Agreement; 

  
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 (f) has relied on the advice of, or has consulted with, only the Participant’s own
legal, financial and tax advisors, and the determination of the Participant to acquire the Award Stock pursuant to the Plan has been made by the Participant independent of any statements or opinions as to the advisability of such acquisition or as
to the properties, business, prospects or condition (financial or otherwise) of the Company and its Subsidiaries which may have been made or given by any other Person or by any agent or employee of such Person, and independent of the fact that any
other Person has decided to become a stockholder of the Company; and 
 (g) acknowledges that the Company will rely upon the accuracy and
truth of the foregoing representations in this Section 7.1 and hereby consents to such reliance. 
 In connection with any exercise or
settlement of any Award (or any portion thereof), the Participant shall make such additional customary investment representations as the Company may require and the Participant shall execute such documents necessary for the Company to perfect
exemptions from registration under federal and state securities laws as the Company may reasonably request. 
 7.2 Non-Transferability. 
 (a) All Awards are personal to a Participant and are not Transferable by such
Participant, other than by will or pursuant to applicable laws of descent and distribution; provided that no such Transfer by will or pursuant to applicable laws of descent and distribution shall be effective until the later of
(i) twenty (20) days following the date that the Company receives written notice of such Transfer and (ii) unless otherwise agreed by the Board, the Company’s receipt of a written certification from each transferee stating that such
Person is a “citizen of the United States” in accordance with 49 U.S.C. §§ 40102(a)(15) and 41102. Only a Participant, or the Participant’s estate, personal representatives or heirs are entitled to exercise any Option. All
Award Stock issued pursuant to the exercise or settlement of any Award shall not be Transferable except as permitted pursuant to the terms of the Stockholders Agreement. Any attempted Transfer of Awards or Award Stock issued upon exercise or
settlement thereof which is not specifically permitted under the Plan or the Stockholders Agreement shall be null and void. 
 (b) No
Participant shall make any Transfer prohibited by this Section 7.2 either directly or indirectly. Any Transfer or attempted Transfer in violation of this Section 7.2 shall be null and void. 

(c) The Company shall issue, in the name of each Participant to whom Award Stock has been granted or sold, stock certificates representing the
total number of shares of Award Stock granted or sold to such Participant, as soon as reasonably practicable after such grant or sale and deliver copies thereof. 

7.3 Rights as a Stockholder. A Participant holding an Award shall have no rights as a stockholder with respect to any shares of Award
Stock issuable upon exercise or settlement thereof until such Participant has satisfied all conditions to such exercise or settlement, including having delivered a joinder to the Stockholders Agreement in accordance with Article VIII below.


  
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 7.4 Sale of the Company. 

(a) Notwithstanding anything to the contrary contained herein, subject to Section 5.1 (d), immediately prior to the consummation of
a Sale of the Company, the Board may (in its sole discretion), with respect to any or all of the Options that are outstanding and vested at such time, take any of the following actions (consistent with the requirements of Section 409A of the
Code) with respect to the Options: (i) provide for the assumption, substitution or continuation of such vested Options, (ii) if the Fair Market Value of the underlying Award Stock as of the consummation of the Sale of the Company exceeds
the exercise price associated with such vested Options, cash out all or any portion of such vested Options in exchange for the Aggregate Spread, and (iii) if the Fair Market Value of the underlying Award Stock as of the consummation of the Sale
of the Company is less than the exercise price associated with such vested Options, unilaterally terminate all or any portion of such vested Options for no consideration. All Options that are not assumed, substituted or continued will be terminated
upon the consummation of a Sale of the Company. 
 (b) Notwithstanding anything to the contrary contained herein, immediately prior to the
consummation of a Sale of the Company, the Board may (in its sole discretion), with respect to any or all of the RSUs that are outstanding and vested but not yet settled in accordance with Section 6.3 at such time, take any of the
following actions (consistent with the requirements of Section 409A of the Code) with respect to the RSUs: (i) issue the underlying Award Stock or (ii) cash out all or any portion of such vested RSUs in exchange for the Fair Market
Value of the underlying Award Stock as of the consummation of the Sale of the Company. 
 (c) Participants will (i) be required to
execute any definitive transaction documents in connection with any Sale of the Company at the request of the Company or its Subsidiaries or Affiliates, the Sponsors, or any of their collective successors and (ii) vote for (to the extent
entitled to vote), at a stockholders meeting or by written consent, and shall consent to, participate in and raise no objections against, the Sale of the Company and the process by which such Sale of the Company is arranged. 

ARTICLE VIII 
 JOINDERS

 Receipt of any Award shall constitute agreement by the Participant receiving such Award to be bound by all of the terms and
conditions of the Stockholders Agreement, including with respect to the Award Stock, or any other Company Capital Stock, issuable to or held by such Participant. In furtherance thereof, upon the receipt of any Award Stock, and without any further
required action of the Participant, the Company or any other Person, the Participant shall automatically become a party to the Stockholders Agreement as an Executive (and subject to the corresponding restrictions), and the Participant shall execute
a joinder to the Stockholders Agreement. All of the terms of the Stockholders Agreement are incorporated herein by reference. 
 ARTICLE
IX 
 REPURCHASE OF SHARES 

9.1 Repurchase Option. After the Participant’s Termination Date or breach of Article XI or any other noncompetition or
other restrictive covenant benefitting the Company or its Subsidiaries, all Award Stock issued or issuable to such Participant will be subject to repurchase by the Company and the Requisite Sponsors (as defined in the Stockholders Agreement) (solely
at the Company’s and each such Requisite Sponsor’s option), by delivery of one or more Repurchase 

  
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Notices (as defined below) within the time periods set forth below, pursuant to the terms and conditions set forth in this Article IX (the “Repurchase Option”), unless
otherwise set forth in the Award Agreement between the Company and the Participant. Notwithstanding any other provision in this Article IX, the Repurchase Option shall terminate upon the occurrence of an Initial Public Offering. 

9.2 Terminations; Restrictive Covenant Violations. 

(a) Unless otherwise specified in an Award Agreement, if a Participant’s Termination Date occurs due to a termination other than for Cause
(including such Participant’s resignation under circumstances where Cause does not exist), the Company may elect to purchase all or any portion of the Award Stock issued or issuable to such Participant at a price per share equal to the Fair
Market Value thereof (or, in the case of issuable Award Stock, for the Aggregate Spread Per Share) as of the date of delivery of the Repurchase Notice. 

(b) Unless otherwise specified in an Award Agreement, (i) if a Participant’s Termination Date occurs at time when Cause exists, or
(ii) in the event that a Participant takes any action prohibited by Article XI or any other noncompetition or other restrictive covenant benefiting the Company or its Subsidiaries, the Company may elect to purchase all or any portion of
the Award Stock issued or issuable to such Participant at a price per share equal to the lower of the Fair Market Value thereof (or, in the case of issuable Award Stock, for the Aggregate Spread Per Share) as of the date of delivery of the
Repurchase Notice and the Original Value thereof; provided that, if a Participant takes such prohibited action as specified in clause (ii) hereof after the Company (or a Requisite Sponsor, if applicable) pays the repurchase price
for such Award Stock, then the Participant shall repay to the Company (or the Requisite Sponsor, if applicable) any amounts paid in excess of that contemplated by the preceding clause. 

9.3 Requisite Sponsors’ Right to Buy. 

(a) If for any reason the Company does not elect to purchase all of the Award Stock (issued or issuable to a particular Participant) pursuant
to the Repurchase Option pursuant to one or more Repurchase Notices, each Requisite Sponsor will be entitled to exercise the Repurchase Option in the manner set forth in this Section 9.3, for the Award Stock that the Company has not
elected to purchase (the “Available Shares”). As soon as practicable after the Company has determined that there will be Available Shares, the Company shall give written notice (each, an “Option Notice”) to each
Requisite Sponsor setting forth the number of Available Shares and the price for each Available Share as determined pursuant to the provisions of this Article IX. 

(b) Each of the Requisite Sponsors may purchase up to its pro rata share (determined based upon the number of Stockholder Shares (as defined in
the Stockholders Agreement) then held by each such Requisite Sponsor) of the Available Shares by delivering written notice (an “Election Notice”) to the Company within twenty (20) days after receipt of the Option Notice from
the Company (the “Initial Election Notice Date”). To the extent that a Requisite Sponsor does not elect to repurchase such Requisite Sponsor’s full allotment of the Available Shares on or before the Initial Election Notice
Date, then the Company shall provide notice to the other Requisite Sponsor within ten (10) days of the Initial Election Notice Date, and the other Requisite Sponsor shall be entitled to purchase all or any portion of the remaining Available Shares
by providing an Election Notice to the Company within ten (10) days of such Requisite Sponsor’s receipt of the written notice from the Company. 

  
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 (c) As soon as practicable, and in any event within ten (10) days after the expiration of
the latest time period set forth in Section 9.3(b), the Company shall notify the holder(s) of Award Stock as to the number of shares being purchased from such holder(s) by the Requisite Sponsor(s) (each, a “Supplemental
Repurchase Notice”). At the time the Company delivers a Supplemental Repurchase Notice to the holder(s) of Award Stock, the Company shall also deliver written notice to each purchasing Requisite Sponsor, setting forth the number of shares
that the Company and such Requisite Sponsor will acquire, the aggregate purchase price and the time and place of the closing of the transaction. 

9.4 Option Repurchases. In the event the Company and/or the Requisite Sponsors, as applicable, exercise the Repurchase Option with
respect to any shares of Award Stock issuable upon exercise of any Options held by a Participant, then such Participant may be required, promptly following receipt of a Repurchase Notice (as defined below), to exercise such Option(s) and purchase
from the Company (in accordance with the provisions of Section 5.3) all shares of Award Stock for which the Company and/or the Requisite Sponsor(s), as applicable, shall have delivered a Repurchase Notice. 

9.5 Repurchase Procedures. Pursuant to the Repurchase Option, the Company may elect to exercise the right to purchase all or any portion
of the shares of Award Stock issued to a Participant by delivering written notice or notices (each, a “Repurchase Notice”) to the holder or holders of such Award Stock at any time and from time to time no later than twelve
(12) months after the latest of (a) the Participant’s Termination Date, (b) the date upon which the Company and the Requisite Sponsors become aware that the Participant has taken any action that is prohibited by Article XI or
any other noncompetition or other restrictive covenant benefiting the Company or its Subsidiaries, and (c) the date that is six (6) months plus one day after the acquisition of Award Stock by the Participant; provided that such
periods may be tolled in accordance with the first and last sentences of Section 9.7 below. Each Repurchase Notice will specifically identify the shares of Award Stock to be acquired from such holder(s) (including whether such shares are
issuable upon exercise of Options) and the time and place for the closing of the transaction (each, a “Repurchase Closing”). 

9.6 Closing of Repurchase. Any Repurchase Closing will take place as soon as reasonably practicable, and in any event not later than
ninety (90) days after delivery of the applicable Repurchase Notice or Supplemental Repurchase Notice, as the case may be (provided, that such time shall be extended as necessary to comply with the requirements of the Hart-Scott-Rodino
Antitrust Improvement Act of 1976, as amended, or other applicable legal requirements), at the principal office of the Company, or at such other time and location as the parties to such purchase may mutually determine. The Company will pay for the
Award Stock to be purchased pursuant to the Repurchase Option (a) by delivery of a check payable to the holder(s) of Award Stock or a wire transfer of immediately available funds in an amount equal to the repurchase price, or (b) solely to
the extent the Company is prohibited by law or any of the debt or equity financing agreements of the Company or any of its Subsidiaries (collectively, the “Financing Agreements”) from repurchasing any such Award Stock pursuant to
this Article IX, by 

  
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 the issuance of a subordinated note, which shall accrue interest payable quarterly at a per annum rate equal
to the LIBOR rate at the time of issuance of such note plus 500 basis points. Any such subordinated note will mature upon the earliest to occur among (i) the termination, lapse and/or waiver of the applicable prohibitions in the Financing
Agreements, (ii) a Sale of the Company, and (iii) an Initial Public Offering; provided that the Company and/or the Requisite Sponsor(s), as the case may be, may offset against such repurchase price any then existing documented and bona
fide monetary debts owed by such Participant to the Company or its Subsidiaries, in the case of a repurchase by the Company, or to the Requisite Sponsor, in the case of a repurchase by the Requisite Sponsor. If the purchaser of such Award Stock is a
Sponsor, such Person shall pay for the Award Stock so purchased by a wire transfer of immediately available funds. The Company and/or the Requisite Sponsor(s), as the case may be, will receive customary representations and warranties from each
seller regarding the sale of Award Stock, including, but not limited to, representations that such seller has good and marketable title to the Award Stock to be Transferred free and clear of all liens, claims and other encumbrances, and the Company
and/or the Requisite Sponsor(s), as the case may be, will be entitled to require all sellers’ signatures be guaranteed by a national bank or reputable securities broker. 

9.7 Restrictions on Repurchase. Notwithstanding anything to the contrary contained in the Plan, all repurchases of Award Stock by the
Company shall be subject to applicable restrictions contained in the Delaware General Corporation Law and in the Financing Agreements. If any such restrictions prohibit the repurchase of Award Stock for cash and/or subordinated notes as contemplated
by Section 9.6, and the Requisite Sponsors have not elected to acquire all Award Stock which the Company and the Requisite Sponsors have a right to repurchase pursuant to this Article lX, the time periods provided in this
Article IX shall be suspended, and the Company may make such repurchases for cash and/or subordinated notes, as applicable, as soon as it is permitted to do so under such restrictions. 

9.8 Power of Attorney. By virtue of the acceptance of any Award hereunder, a Participant shall be deemed to have granted the
Participant’s perpetual and irrevocable power of attorney to the Company, coupled with an interest, with full right, power and authority to take all actions necessary and/or desirable on behalf of the Participant to effectuate the provisions of
Article IX and the provisions of the Stockholders Agreement, with respect to all Award Stock owned by the Participant and acquired by the Participant hereunder. 

ARTICLE X 
 COMPLIANCE
WITH LAWS 
 Each Award, and the issuance of any Award Stock pursuant to an Award, shall be subject to the requirement that if at any
time the Board shall determine, in its discretion, that the listing, registration or qualification of the shares subject to such Award upon any securities exchange or under any state or federal securities or other law or regulation or the consent or
approval of any governmental regulatory body is necessary or desirable as a condition to or in connection with the granting of such Award or the issuance or purchase of shares thereunder, no such Award may be exercised or settled in Common Stock, in
whole or in part, unless such listing, registration, qualification, consent or approval (a “Required Listing”) shall have been effected or obtained. In connection with any Required Listing, the holder of the Award will supply the
Company with such certificates, representations and information as the Company shall request which are reasonably 

  
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 necessary or desirable in order for the Company to obtain such Required Listing, and shall otherwise
cooperate with the Company in obtaining such Required Listing. In the case of officers and other persons subject to Section 16(b) of the Exchange Act, the Board may at any time impose any limitations upon the exercise or settlement of an Award
which, in the Board’s discretion, are necessary or desirable in order to comply with Section 16(b) of the Exchange Act and the rules and regulations thereunder. If the Company, as part of an offering of securities or otherwise, finds it
desirable because of federal or state regulatory requirements to reduce the period during which any Awards may be exercised or settled, the Board may, in its discretion and without the consent of the holders of any such Awards, so reduce such period
on not less than ten (10) days’ written notice to the holders thereof. 
 ARTICLE XI 

RESTRICTIVE COVENANTS 
 The
Company and its Subsidiaries operate in a highly sensitive and competitive commercial environment. As part of the Participant’s employment and/or service with the Company and/or its Subsidiaries, the Participant will be exposed to highly
confidential and sensitive information regarding the Company’s and its Subsidiaries’ business operations, including corporate strategy, pricing and other market information, know-how, trade secrets,
and valuable customer, supplier, strategic partner, licensee, licensor, lessor, regulatory and employee relationships. It is critical that the Company take all necessary steps to safeguard its legitimate protectable interests in such information and
to prevent any of its competitors or any other persons from obtaining any such information. Therefore, as consideration for the Company’s agreement to award Awards to a Participant, each Participant agrees to be bound by all of the provisions
of this Article XI; provided that the provisions of Sections 11.2 through 11.6 shall not apply to a Participant who is serving the Company Group exclusively as a non-employee
director of the Company Group at the time of receipt of an Award. 
 11.1 Confidentiality. Each Participant agrees that he or she
shall not, directly or indirectly, use any Confidential Information on his or her own behalf or on behalf of any person or entity other than Company Group, or reveal, divulge, or disclose any Confidential Information to any person or entity not
expressly authorized by the Company to receive such Confidential Information. This obligation shall remain in effect for as long as the information or materials in question retain their status as Confidential Information. Each Participant further
agrees that he or she shall reasonably cooperate with the Company Group in maintaining the Confidential Information to the extent permitted by law. Anything herein to the contrary notwithstanding, a Participant shall not be restricted from
disclosing information that is required to be disclosed by law, court order, in a proceeding to enforce the terms of the Plan, or other valid and appropriate legal process; provided, however, that in the event such disclosure is required by law, the
Participant shall provide the Company with prompt notice of such requirement so that the Company may seek an appropriate protective order prior to any such required disclosure by the Participant. 

  
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 (a) Nothing in the Plan or any Award Agreement shall prohibit or restrict the Company, the
Company’s Affiliates, the Participants or their respective attorneys from: (i) making any disclosure of relevant and necessary information or documents in any action, investigation, or proceeding relating to the Plan or any Award made
hereunder, or as required by law or legal process, including with respect to possible violations of law; (ii) participating, cooperating, or testifying in any action, investigation, or proceeding with, or providing information to, any
governmental agency or legislative body, any self-regulatory organization, and/or pursuant to the Sarbanes-Oxley Act; or (iii) accepting any U.S. Securities and Exchange Commission awards. In addition, nothing in the Plan or any Award Agreement
prohibits or restricts the Company, the Company’s Affiliates or the Participants from initiating communications with, or responding to any inquiry from, any regulatory or supervisory authority regarding any good faith concerns about possible
violations of law or regulation. 
 (b) Pursuant to 18 U.S.C. § 1833(b), a Participant will not be held criminally or civilly liable
under any Federal or State trade secret law for the disclosure of a trade secret of the Company or its Affiliates that (i) is made (A) in confidence to a Federal, State, or local government official, either directly or indirectly, or to
the Participant’s attorney and (B) solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. If a
Participant files a lawsuit for retaliation by the Company for reporting a suspected violation of law, the Participant may disclose the trade secret to the Participant’s attorney and use the trade secret information in the court proceeding, if
the Participant files any document containing the trade secret under seal and does not disclose the trade secret except under court order. Nothing in the Plan or any Award Agreement is intended to conflict with 18 U.S.C. § 1833(b) or create
liability for disclosures of trade secrets that are expressly allowed by such section. 
 11.2 Assignment of Inventions. Any
copyrightable work falling within the definition of Work Product shall be deemed a “work-made-for-hire” under the copyright laws of the United States (17 U.S.C. 101 et seq.), and ownership of all
rights therein shall vest in the Company or its Subsidiaries, as applicable, from the moment of fixation. In the event that any Work Product is deemed not to be a “work- made- for- hire,” or if other rights may at any time be embodied in
any Work Product, the Participant hereby assigns and transfers, and agrees to assign and transfer to the Company and its legal successors and assigns, the entire right, title, and interest in and to such Work Product. The Participant hereby waives,
to the extent permitted by applicable law, all “moral rights” the Participant has in and to the Work Product. The Participant will promptly disclose any Work Product as may be susceptible of such manner of communication to the Company and
perform all actions reasonably requested by the Company (whether before or after the Participant’s Termination Date) to establish and confirm such ownership (including, without limitation, the execution and delivery of assignments, affidavits,
declarations, oaths, exhibits, consents, powers of attorney and other instruments and documentation) and to provide reasonable assistance to the Company or any of its Subsidiaries in connection with the application and prosecution of any
applications for any intellectual property rights or reissues thereof or in the prosecution or defense of interferences relating to any Work Product. Should the Company be unable to secure the Participant’s signature on any document necessary
to apply for, prosecute, obtain, or enforce any patent, copyright, or other right or protection relating to any Work Product, whether due to the Participant’s mental or physical incapacity or any other cause, the Participant hereby irrevocably
designates and appoints the Company and each of its duly authorized officers and agents as the Participant’s agent and attorney in fact, to act for and in the Participant’s behalf and stead, to execute and file any such document, and to do
all other lawfully permitted acts to further the prosecution, issuance, and enforcement of patents, copyrights, or other rights or protections with the same force and effect as if executed and delivered by the Participant. 

  
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 11.3 Notice of Statutory Exception. Notwithstanding anything to the contrary
contained in the Plan, Work Product shall not include any invention developed entirely on the Participant’s own time without using any equipment, supplies, facilities, or trade secrets of the Company or any of its Subsidiaries, unless such
invention (a) relates at the time of conception or reduction to practice to the business of the Company or its Subsidiaries or its and actual or demonstrably anticipated research or development of the Company or its Subsidiaries, or
(b) results from any work performed by the Participant for Company or any of its Subsidiaries. 
 11.4
Non-Competition. During the Restricted Period, a Participant will not, directly or indirectly, on his or her own behalf or on behalf of another, (a) carry on or engage in one or more of the
Restricted Lines of Business within the Restricted Territory or (b) own, manage, operate, join, control or participate in the ownership, management, operation or control, of any business, whether in corporate, proprietorship or partnership form
or otherwise where such business is engaged in one or more of the Restricted Lines of Business within the Restricted Territory. Notwithstanding the foregoing, this Section 11.4 shall not restrict a Participant from passively investing in
or holding up to two percent (2%) of the equity securities of an entity engaged in the Restricted Lines of Business, which securities are publicly traded. 

11.5 Nonsolicitation of Employees and Contractors. During the Restricted Period, a Participant will not, directly or indirectly, on his
or her own behalf or on behalf of any other person or entity, solicit for employment or services, or encourage or attempt to persuade any employee or contractor of any member of the Company Group to terminate or otherwise modify his or her
employment or service with such member of the Company Group; provided, that the foregoing shall not limit the Participant’s right to participate in job fairs or to place advertisements not directed solely at the employees or contractors
of members of the Company Group. An employee or contractor of any member of the Company Group shall be deemed covered by this Section 11.5 while such employee or contractor is employed or retained by such member of the Company Group and
for a period of six (6) months after the termination of such employee’s or contractor’s employment or service with such member of the Company Group. 

11.6 Nonsolicitation of Customers and Referral Sources. During the Restricted Period, a Participant will not, directly or indirectly, on
his or her own behalf or on behalf of any other person or entity, (a) solicit any business related to the Restricted Lines of Business or (b) solicit any customer or referral source of any member of the Company Group to terminate or modify
to such member of the Company Group’s disadvantage such customer’s or referral source’s business relationship with such member of the Company Group. This covenant is limited to customers and referral sources (i) that are located
or otherwise conduct business in the Restricted Territory (as defined below) or (ii) with whom or which the Participant has had Material Contact on behalf of the Company Group during his or her employment and/or service with the Company. As to
“customers,” this covenant is limited to solicitations in which a Participant offers products or services that are competitive with those offered by any member of the Company Group at the time of termination of employment or service. As to
“referral sources,” this covenant is limited to solicitation for the purpose of obtaining referrals of the same type as referrals a member of the Company Group would seek from the referral source at the time of termination of employment or
service. 

  
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 11.7 Non-Disparagement. A Participant shall
not make or solicit or encourage others to make or solicit directly or indirectly any derogatory or negative statement or communication about the Company Group or its Affiliates or any of their respective businesses, products, services or
activities; provided that such restriction shall not prohibit truthful testimony compelled by valid legal process, required governmental testimony or filings, or administrative or arbitral proceedings (including, without limitation,
depositions in connection with such proceedings). 
 11.8 Return of Materials. Each Participant agrees that he or she will not retain
or destroy (except as set forth below), and will immediately return to the Company Group on or prior to the Termination Date, or at any other time any member of the Company Group requests such return, any and all property of the Company Group that
is in his or her possession or subject to his or her control, including, but not limited to, keys, credit and identification cards, personal items or equipment, customer files and information, papers, drawings, notes, manuals, specifications,
designs, devices, code, email, documents, diskettes, CDs, tapes, keys, access cards, credit cards, identification cards, computers, mobile devices, other electronic media, all other files and documents relating to the Company Group and its business
(regardless of form, but specifically including all electronic files and data of the Company Group), together with all Confidential Information in tangible or electronic form belonging to the Company Group or that the Participant received from or
through his or her employment and/or service with the Company Group. A Participant will not make, distribute, or retain copies of any such information or property. To the extent that a Participant has electronic files or information in his or her
possession or control that belong to the Company Group or contain Confidential Information (specifically including but not limited to electronic files or information stored on personal computers, mobile devices, electronic media, or in cloud
storage), on or prior to the Termination Date, or at any other time any member of the Company Group requests, the Participant shall (a) provide the Company Group with an electronic copy of all of such files or information (in an electronic
format that readily accessible by the Company Group); and (b) after doing so, delete all such files and information, including all copies and derivatives thereof, from all computers not owned by the Company Group, mobile devices, electronic
media, cloud storage, or other media, devices, or equipment, such that such files and information are permanently deleted and irretrievable. Notwithstanding the foregoing, a Participant shall be permitted to retain a copy of mutually agreeable
presentations and other documents not containing Confidential Information that demonstrate the results the Participant achieved with the Company Group, such agreement not to be unreasonably withheld. 

11.9 Cooperation. Each Participant agrees that, for the Restricted Period and, if longer, during the pendency of any litigation or other
proceeding arising from events and circumstances occurring during the Participant’s employment and/or service with the Company Group, (a) the Participant shall not communicate with anyone (other than the Participant’s attorneys and
tax and/or financial advisors and except to the extent the Participant determines in good faith is necessary in the performance of the Participant’s duties) with respect to the facts or subject matter of any pending or potential litigation, or
regulatory or administrative proceeding involving the Company Group, other than any litigation or other proceeding in which the Participant is a party-in-opposition, without giving prior notice to the Company or the Company’s counsel, and (b)
in the event that any other party attempts to obtain information or documents from the Participant (other than in connection with any litigation or other proceeding in which the Participant is a party-in-opposition) with respect to matters the Participant believes in good faith are related to such litigation or other proceeding, the Participant shall promptly so notify the 

  
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 Company’s counsel. The Participant agrees to cooperate, in a reasonable and appropriate manner, with
the Company Group and its attorneys, both during, and after the termination of, the Participant’s employment and/or service, in connection with any litigation or other proceeding arising out of or relating to matters in which the Participant
was involved prior to the Termination Date to the extent (i) the amount of time the Participant is required to devote or expend is reasonable in respect of the Participant’s ability to otherwise conduct the Participant’s business and
affairs and earn a livelihood reasonably satisfactory to the Participant; and (ii) a member of the Company Group pays all Company-approved expenses the Participant incurs (including reasonable attorneys’ fees and costs) and provides
satisfactory reimbursement, on a per-day basis, to the Participant for the Participant’s time devoted and expended, in each case, in connection with such cooperation. Such reimbursement shall be at an
hourly rate equivalent to the base salary the Participant was earning immediately prior to the Termination Date, divided by 2,080; provided that no additional compensation will be payable during any period of time during which the Participant
is receiving severance or other post-termination pay from any member of the Company Group. 
 11.10 No Restriction on Earning a
Living. Each Participant hereby acknowledges that the provisions of Article XI do not preclude the Participant from earning a livelihood, nor do they unreasonably impose limitations on the Participant’s ability to earn a living. In
addition, the Participant hereby acknowledges that the potential harm to the Company and/or its Subsidiaries of non-enforcement of Article XI outweighs any harm to the Participant of enforcement (by
injunction or otherwise) of Article XI against the Participant. If any portion of the provisions of Article XI is found to be invalid or unenforceable by a court of competent jurisdiction because its duration, territory, definition of
activities covered, or definition of information covered is considered to be unreasonable in scope, the invalid or unenforceable term shall be narrowed, limited or redefined, or a new enforceable term provided, such that the intent of the Company
and the Participant in agreeing to the provisions of Article XI will be preserved, and the provision in question shall be enforceable, to the fullest extent permitted by applicable law. 

11.11 Additional Acknowledgements; Remedies. Each Participant acknowledges that the restrictions contained in this Article XI are
reasonable and necessary to protect the legitimate interests of the Company and its Subsidiaries and that the Company would not have entered into the Plan or any Award Agreement in the absence of such restrictions. The Participant also acknowledges
that any breach by the Participant of this Article XI will cause continuing and irreparable injury to the Company and its Subsidiaries for which monetary damages would not be an adequate remedy. The Participant shall not, in any action or
proceeding to enforce any of the provisions of the Plan, assert the claim or defense that an adequate remedy at law exists or that this Article XI is unreasonable or otherwise not enforceable in accordance with their terms. In the event that,
notwithstanding the foregoing, the Participant challenges the reasonableness or enforceability of the restrictions contained in this Article XI, the Participant shall pay the attorneys’ fees of the Company and/or its Subsidiaries, as
applicable. In the event of such breach by the Participant, the Company or any of its Subsidiaries shall have the right to enforce the provisions of this Article XI by seeking injunctive or other relief in any court, and the Plan shall not in
any way limit remedies of law or in equity otherwise available to such entity. The periods of time set forth in this Article XI shall not include, and shall be deemed extended by, any period during which the Participant is in breach of any
such restriction, and, if litigation is pursued by the Company or any Subsidiary, any time required for litigation to enforce the relevant covenant periods, provided that the Company or any of its Subsidiaries is successful on the merits in
any such litigation. The “time required for litigation” is herein defined to mean the period of time from the earlier of the Participant’s first breach of such covenants or service of process upon the Participant through the
expiration of all appeals related to such litigation. 

  
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 11.12 Survival of Provisions. The obligations contained in this Article XI
shall survive the termination of the Participant’s employment and service with the Company and its Subsidiaries and shall be fully enforceable thereafter. 

ARTICLE XII 
 OTHER
PROVISIONS 
 12.1 Indemnification. No member of the Board, nor any person to whom administrative or ministerial duties have been
delegated, shall be personally liable for any action, interpretation or determination made with respect to the Plan or Awards made thereunder (except, if applicable, in his or her capacity as a Participant hereunder), and each member of the Board
shall be fully indemnified and held harmless by the Company with respect to any liability such person may incur with respect to any such action, interpretation or determination, to the extent permitted by applicable law and to the extent provided in
the Company’s Certificate of Incorporation and Bylaws, as amended from time to time, or under any agreement between any such Board member and the Company. 

12.2 Termination and Amendment. The Board at any time may suspend or terminate the Plan and make such additions or amendments as it
deems advisable under the Plan and any Award Agreement; provided that, the Board may not change any of the terms of the Plan or an Award Agreement in a manner adverse to a Participant without the prior written approval of such Participant;
provided, further, that to the extent the Board amends the Plan or any Award Agreement in a manner adverse to a Participant without such Participant’s consent, such Participant and the Company shall continue to be bound and
governed by the terms of the Plan and such Award Agreement as in effect prior to such amendment. 
 12.3 Taxes. Subject to
Section 5.3, the Company shall have the right to require the Participants or their beneficiaries or legal representatives to remit to the Company an amount sufficient to satisfy the Participant’s minimum federal, state, local and
foreign withholding tax requirements, as applicable, or to deduct from all payments under the Plan amounts sufficient to satisfy such minimum withholding tax requirements. Whenever payments under the Plan are to be made to a Participant in cash,
such payments shall be net of any amounts sufficient to satisfy all federal, state, local and foreign withholding tax requirements, as applicable. 

12.4 Data Collection. By participating in the Plan or accepting any rights granted under it, each Participant consents to the collection
and processing of personal data relating to the Participant so that the Company and its Affiliates can fulfill their obligations and exercise their rights under the Plan and generally administer and manage the Plan. This data will include, but may
not be limited to, data about participation in the Plan and shares offered or received, purchased or sold under the Plan from time to time and other appropriate financial and other data (such as the date on which the Awards were granted) about the
Participant and the Participant’s participation in the Plan. 

  
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 12.5 Notices. Notices required or permitted to be made under the Plan shall be in
writing and shall be deemed given, delivered and effective on the earliest of (a) the date of transmission, if such notice or communication is delivered via facsimile prior to 5:00 p.m. (New York time) on a business day, (b) the business
day after the date of transmission, if such notice or communication is delivered via facsimile later than 5:00 p.m. (New York time) on any business day and earlier than 11:59 p.m. (New York time) on the day preceding the next business day,
(c) one (1) business day after when sent, if sent by nationally recognized overnight courier service (charges prepaid), or (d) upon actual receipt by the person to whom such notice is required to be given. All notices shall be addressed,
if to (i) a Participant, to such Participant’s address as set forth in the books and records of the Company and its Subsidiaries, and (ii) the Company or the Board, to the principal office of the Company as set forth in the
Stockholders Agreement, clearly marked “Attention: Board of Directors”. 
 12.6 Severability. In the event that any
court of competent jurisdiction determines that any provision of the Plan is, under applicable law, invalid or unenforceable in any respect, such provision shall be construed by modifying or limiting it so as to be valid and enforceable to the
maximum extent permitted under applicable law. The provisions of the Plan are severable, and in the event any provision hereof should be held invalid or unenforceable in any respect, it shall not invalidate, render unenforceable or otherwise affect
any other provision of the Plan. 
 12.7 Prior Agreements. Except as expressly stated otherwise, no provision of any employment,
severance, incentive award, or other similar agreement entered into by a Participant, on the one hand, and any Subsidiary of the Company, on the other hand, prior to the Effective Date shall modify or have any effect in any manner on any provision
of the Plan or any term or condition of any Award Agreement to which such Participant is a party. Without limiting the generality of the foregoing, any provision in any such agreement that purports to apply in any manner to options, stock,
equity-based awards or the like shall not apply to or have any effect on any Awards under the Plan. 
 12.8 Governing Law and Forum;
Waiver of Jury Trial. The Plan shall be governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of laws provision or rule that would cause the application of the
laws of any other jurisdiction. Each Participant who accepts an Award thereby (a) agrees that any suit, action or proceeding brought by or against such Participant in connection with the Plan shall be brought solely in the Court of Chancery of
the State of Delaware; (b) consents to the jurisdiction and venue of such court; (c) submits to and accepts the exclusive jurisdiction of such court for the purpose of any such suit, legal action, or proceeding; (d) agrees to accept
service of process by the Company or any of its agents in connection with any such proceeding; (e) irrevocably waives any objection which such Participant may now or hereafter have to the laying of venue or any such suit, legal action or
proceeding in such court; and (f) further waives any claim that any suit, legal action or proceeding brought in such court has been brought in an inconvenient forum. EACH PARTICIPANT WHO ACCEPTS AN AWARD IRREVOCABLY WAIVES THE RIGHT TO TRIAL BY
JURY IN ANY LAWSUIT OR PROCEEDING RELATING TO OR ARISING IN ANY WAY FROM THE PLAN OR ANY AWARD OR THE MATTERS OTHERWISE CONTEMPLATED HEREBY. 

  
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 12.9 Construction. The words “include,” “includes” or
“including” shall be deemed to be followed by the words “without limitation.” Where specific language is used to clarify by example a general statement contained herein (such as by using the words “such as”), such
specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates. Whenever required by the context, any pronoun used in the Plan shall include the corresponding masculine,
feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa. 
 12.10
Section 409A Compliance. It is the intention of the Company and the Board that the Plan not be subject to the provisions of Section 409A of the Code, as in effect as of the Effective Date or as subsequently modified, or, to the
extent subject to such provisions, to comply in all material respects with such provisions. In the event that Section 409A of the Code would impose a tax, penalty, liability or other detriment on any Participant with respect to any Award under
the Plan, then the Board shall consider in good faith modifications or amendments to the Plan or any Award Agreement intended to eliminate or mitigate such detriment; provided that, in no event shall the Board be required to modify or amend
the Plan in a manner adverse to the Company or the Sponsors; provided, further, that, in no event shall the Company or its Affiliates be responsible for any taxes or penalties incurred by a Participant in connection with any amounts or
benefits received pursuant to the Plan or any Award Agreement. 
 * * * * * 

  
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