LTN ACQUISITION, LLC

OWNERSHIP INCENTIVE PLAN


 


		1.	Purpose



 


The purpose of the LTN
Acquisition, LLC Ownership Incentive Plan (this “Plan”) is to provide for the issuance of Class B Units ( the
“Class B Units”) of LTN Acquisition, LLC (the “Company”) in order to: (a) provide incentives
to employees, officers, directors, managers, consultants, sales representatives and advisors of the Company or any of its subsidiaries,
whose performance will contribute to the long-term success and growth of the Company and its subsidiaries; (b) improve the
ability of the Company and its subsidiaries to attract and retain employees of high competence; (c) increase the identity
of interests of such persons with the other members of the Company; and (d) help build loyalty to the Company and its subsidiaries
through recognition and the opportunity for equity ownership.


 


		2.	Eligibility for Participation



 


Employees, officers,
directors, managers, consultants, sales representatives and advisors of the Company or any of its subsidiaries designated by the
board of managers of the Company (the “Board of Managers”) shall be eligible to participate in this Plan (the
“Participants”).


 


		3.	Plan Administration



 


This Plan shall be administered
by the Board of Managers, which may delegate any authority granted to it hereunder to any committee of the Board of Managers (the
“Committee”), subject to the terms and conditions set forth in the Company’s Amended and Restated Limited
Liability Company Agreement, dated as of October 17, 2007, among the Company and each of the other members of the Company, as the
same may be amended from time to time (the “LLC Agreement”). Any references herein to the “Board of
Managers” shall be deemed to refer to either the Board of Managers or the Committee if the Board of Managers has delegated
administrative authority to the Committee.


 


The Board of Managers
shall have the authority, subject to the terms and conditions of the LLC Agreement, to determine: (a) the Participants to
whom Class B Units shall be awarded under this Plan; (b) the price and number of Class B Units that shall be awarded to each
Participant selected; (c) the aggregate number of Class B Units to be awarded hereunder; (d) any restrictions to be placed
on the Class B Units; and (e) any other matters arising under this Plan. The Board of Managers shall have full power and authority
to administer and interpret this Plan and to adopt or amend such rules, regulations, agreements and instruments for implementing
this Plan as it deems necessary or advisable. The Board of Managers’ interpretations of this Plan and all determinations
made by the Board of Managers pursuant to the powers vested in it hereunder shall be final, conclusive and binding on all persons
having any interest in this Plan.


 






    	 



    	 



    

 


Each Participant who
is awarded Class B Units under this Plan may be required to enter into an award agreement or similar agreement in such form(s)
as may be approved from time to time by the Board of Managers.


 


		4.	Effective Date and Term



 


This Plan shall be effective
as of the date it is adopted and approved by the Board of Managers and shall continue in effect thereafter until terminated or
suspended by the Board of Managers.


 


		5.	LLC Agreement



 


Each Participant who
is awarded Class B Units hereunder shall be required to become a party to the LLC Agreement.


 


		6.	Amendment and Termination



 


The Board of Managers
may at any time and from time to time terminate, suspend or amend this Plan in any respect; provided, however, that
no such action shall effect or in any way materially impair the rights of a Participant under an outstanding award without the
consent of such Participant.


 


		7.	Requirements for Issuance of Class B Units



 


No Class B Units shall
be issued or transferred hereunder unless and until all legal requirements applicable to the issuance or transfer of such Class
B Units have been complied with to the satisfaction of the Board of Managers. The Board of Managers shall have the right to condition
any award or the issuance of Class B Units made to any Participant hereunder on such Participant’s undertaking in writing
to comply with such restrictions on his or her subsequent disposition of Class B Units as the Board of Managers shall deem necessary
or advisable as a result of any applicable law, regulation or official interpretation thereof, or any securities exchange or other
market on which the Class B Units are quoted, and any certificates representing such Class B Units may be legended to reflect any
such restrictions.


 


		8.	Restrictions



 


Any Class B Units may
be subject to such restrictions as the Board of Managers shall provide, including, but not limited to, restrictions concerning
voting rights and transferability and duration of employment. Any such restrictions shall be set forth in an individual agreement
with each Participant.


 


		9.	Payment of Taxes; Withholding



 


A Participant must pay
or make arrangements satisfactory to the Board of Managers regarding the payment of U.S. federal, state, local or foreign taxes
of any kind required to be withheld no later than the date as to which any amounts must be withheld. In addition, the Company and
any subsidiary shall, to the extent permitted by law, have the right to deduct any such taxes from any payment of any kind otherwise
due and payable to such Participant.


 






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		10.	No Rights to Continued Employment



 


Neither this Plan nor
the ownership of Class B Units acquired under this Plan will confer on any person any right with respect to continuation of employment
by the Company or any of its subsidiaries.


 


		11.	Governing Law



 


This Plan shall be governed
by the laws of the State of Delaware.


 


		12.	Headings



 


Section headings are
for reference only and shall not affect the interpretation of this Plan.


 


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