Common use of Stock Reservation Clause in Contracts

Stock Reservation. As of the Capitalization Date, the Company has reserved (i) 19,957,598 shares of Company Common Stock for issuance pursuant to the Company Equity Plans, (ii) 3,797,146 shares of Company Common Stock reserved for purchase under the ESPP, and as of the Capitalization Date no amounts have been contributed under the ESPP from participants in the ESPP with respect to the Offering Period commencing on November 30, 2020 and (iii) 21,658,098 shares of Company Common Stock (including with respect to any adjustment to the conversion rate in connection with a Make-Whole Fundamental Change (as defined in the Indenture) and subject to adjustment in accordance with the Indenture) for issuance upon the conversion of the Convertible Notes. As of the Capitalization Date, there were outstanding the following (collectively, the “Company Equity Awards”): (A) Company RSUs representing the right to receive up to 9,652,022 shares of Company Common Stock; (B) Company PSUs representing the right to receive up to 713,417 shares of Company Common Stock (assuming, if applicable, the achievement of all applicable performance goals at 200% maximum levels) or up to 384,156 shares of Company Common Stock (assuming, if applicable, the achievement of all applicable performance goals at 100% target levels); (C) Company Options to acquire 3,796,056 shares of Company Common Stock, of which all shares of Company Common Stock are In-the-Money Company Options with a weighted average exercise price of $14.69; (D) Holdings RSUs representing the right to receive up to 562,500 Holdings Units; and (E) Holdings Incentive Units representing the right to receive up to 482,942 Holdings Units. The Company Parties have made available to the Parent Entities a true, correct and complete list, as of the December 9, 2020, and with respect to each outstanding Company Equity Award, of the name of the holder of such Company Equity Award, the grant date of such Company Equity Award, and, to the extent applicable, the per share exercise price of such Company Equity Award.

Stock Reservation. As of the Capitalization Date, the Company has reserved (i) 19,957,598 5,898,197 shares of Company Common Stock for issuance pursuant to the Company Equity Plans, Plans (iiother than the Company ESPP) 3,797,146 and 1,721,452 shares of Company Common Stock reserved for purchase issuance under the Company ESPP, and as of the Capitalization Date no amounts have been contributed under the ESPP from participants in the ESPP with respect to the Offering Period commencing on November 30, 2020 and (iii) 21,658,098 shares of Company Common Stock (including with respect to any adjustment to the conversion rate in connection with a Make-Whole Fundamental Change (as defined in the Indenture) and subject to adjustment in accordance with the Indenture) for issuance upon the conversion of the Convertible Notes. As of the Capitalization Date, there were outstanding the following (collectively, the “Company Equity Awards”): (Ai) Company RSUs representing the right Options to receive up to 9,652,022 shares of Company Common Stock; (B) Company PSUs representing the right to receive up to 713,417 acquire 3,520,124 shares of Company Common Stock (assuming, if applicable, the achievement of all applicable performance goals at 200% maximum levels) or up to 384,156 shares of Company Common Stock (assuming, if applicable, the achievement of all applicable performance goals at 100% target levels); (C) Company Options to acquire 3,796,056 shares of Company Common Stock, of which all shares of Company Common Stock are In-the-Money Company Options with having a weighted average exercise price of $14.69; 18.93 per share, (Dii) Holdings Company RSAs in respect of 158,280 shares of Company Common Stock, (iii) Company RSUs representing the right to receive up to 562,500 Holdings Units; in respect of 2,700,809 shares of Company Common Stock, (iv) Company PSAs in respect of 396,000 shares of Company Common Stock and (Ev) Holdings Incentive Units representing 2,445,509 shares of Company Common Stock subject to outstanding Company PSUs based on the right maximum-level achievement of performance goals for such Company PSUs (of which, 300,317 shares of Company Common Stock subject to outstanding Company PSUs will vest at the Effective Time and receive up the Company PSU Consideration, and 2,145,192 shares of Company Common Stock subject to 482,942 Holdings Unitsoutstanding Company PSUs will not vest and will be canceled at the Effective Time). The Company Parties have made available From the Capitalization Date to the Parent Entities a truedate of this Agreement, correct the Company has not issued or granted any shares of Company Common Stock, other than pursuant to the vesting, settlement, or exercise of Company Equity Awards. To the Knowledge of the Company, each Company RSU and complete listCompany PSU has at all times been exempt from the requirements of Section 409A of the Code. Section 5.6(b) of the Company Disclosure Letter sets forth, as of the December 9close of business on the Capitalization Date, 2020, and with respect to each outstanding Company Equity Award, of the name of the holder of such Company Equity Award, the grant date of such Company Equity AwardAwards, and, to the extent applicable, (1) the per share exercise price name and country of residence (if outside the U.S.) of the holder thereof, (2) the date of grant and the expiration date, (3) the type of award and the number of shares of Company Common Stock issuable thereunder or subject thereto (at target and maximum performance in the case of Company PSUs), (4) the Company Equity Plan pursuant to which such Company Equity AwardAward was granted, and (5) the vesting schedule (including applicable performance periods, in the case of the Company PSUs).

Stock Reservation. As of the Capitalization Date, the Company has reserved (i) 19,957,598 5,278,129 shares of Company Common Stock for issuance pursuant to the Company Equity Stock Plans, (ii) 3,797,146 shares of Company Common Stock reserved for purchase under the ESPP, and as of the Capitalization Date no amounts have been contributed under the ESPP from participants in the ESPP with respect to the Offering Period commencing on November 30, 2020 and (iii) 21,658,098 shares of Company Common Stock (including with respect to any adjustment to the conversion rate in connection with a Make-Whole Fundamental Change (as defined in the Indenture) and subject to adjustment in accordance with the Indenture) for issuance upon the conversion of the Convertible Notes. As of the Capitalization Date, there were outstanding the following (collectively, the “Company Equity Awards”): (Ai) Company RSUs representing the right Options to receive up to 9,652,022 acquire 1,117,045 shares of Company Common Stock; , (Bii) Company RSUs that may be settled into 1,041,771 shares of Company Common Stock, and (iii) Company PSUs representing the right to receive up to 713,417 covering 226,668 shares of Company Common Stock (assuming, if applicable, the assuming achievement of all applicable performance goals at 200% maximum levelsperformance) or up to 384,156 and 113,334 shares of Company Common Stock (assuming, if applicable, the assuming achievement of all applicable performance goals at 100% target levelsperformance); (C. Section 3.8(b) Company Options to acquire 3,796,056 shares of Company Common Stock, of which all shares of Company Common Stock are In-the-Money Company Options with a weighted average exercise price of $14.69; (D) Holdings RSUs representing the right to receive up to 562,500 Holdings Units; and (E) Holdings Incentive Units representing the right to receive up to 482,942 Holdings Units. The Company Parties have made available to the Parent Entities a true, correct and complete list, as of the December 9, 2020, and Company Disclosure Letter sets forth the following information with respect to each outstanding Company Equity Award, Award outstanding as of the Capitalization Date: (i) the Company Stock Plan pursuant to which such Company Equity Award was granted, (ii) the name or identification number of the holder of such Company Equity Award, (iii) the grant date type of award and number of shares of Company Common Stock subject to such Company Equity AwardAward (at target and maximum levels of performance, andand the performance metrics, with respect to all Company PSUs), (iv) the extent date on which the Company Equity Award was granted and the expiration date, as applicable, (v) the per share exercise price of such any Company Equity AwardOption, (vi) the vesting schedule thereof (including any acceleration of vesting terms) and (vii) whether each Company Option is an “incentive stock option” (as defined in the Code) or a non-qualified stock option. All shares of Company Common Stock that may be issued pursuant to any Company Stock Plan or as contemplated or permitted by this Agreement will be, when issued in accordance with the respective terms thereof, duly authorized, validly issued, fully paid and nonassessable and free of preemptive rights.

Stock Reservation. As of the Capitalization Date, the Company has reserved (i) 19,957,598 no shares of Company Common Stock for issuance pursuant to the Company Equity Plans, Company’s 2009 Long-Term Incentive Plan (ii“2009 Plan”) 3,797,146 and 522,583 shares of Company Common Stock reserved for purchase under issuance pursuant to the ESPP2018 Long-Term Incentive Plan (“2018 Plan”) and, and as except for the Company Equity Awards, there were no outstanding equity or equity-based awards held by any current or former employees or other service providers of the Capitalization Date no amounts have been contributed under the ESPP from participants in the ESPP with respect to the Offering Period commencing on November 30, 2020 and (iii) 21,658,098 shares of Company Common Stock (including with respect to any adjustment to the conversion rate in connection with a Make-Whole Fundamental Change (as defined in the Indenture) and subject to adjustment in accordance with the Indenture) for issuance upon the conversion of the Convertible NotesGroup. As of the Capitalization Date, under the 2009 Plan, there were outstanding the following (collectively, the “Company Equity Awards”): (Ai) Company RSUs Performance Shares outstanding representing the right to receive up to 9,652,022 shares of Company Common Stock; (B) Company PSUs representing the right to receive up to 713,417 95,914 shares of Company Common Stock (assuming, if applicable, assuming the achievement of all applicable performance goals at 200% maximum levels); (ii) or 36,021 shares of Company Restricted Stock issued and outstanding; (iii) Company Stock Options to acquire 584,096 shares of Company Common Stock, with a weighted average exercise price of $38.39; and (iv) 13,774 unvested Company RSUs outstanding. As of the Capitalization Date, under the 2018 Plan, there were (A) Company Performance Shares outstanding representing the right to receive up to 384,156 100,788 shares of Company Common Stock (assuming, if applicable, assuming the achievement of all applicable performance goals at 100% target maximum levels); (B) 71,669 shares of Company Restricted Stock issued and outstanding; and (C) Company Stock Options to acquire 3,796,056 364,763 shares of Company Common Stock, of which all shares of Company Common Stock are In-the-Money Company Options with a weighted average exercise price of $14.6931.03. The Company has made available to Parent a true and complete list of all Company Equity Awards, which includes the following information by grant: (I) grantee; (DII) Holdings RSUs representing the right date of grant; (III) type of Company Equity Award; (IV) number of shares of Company Common Stock subject to receive up to 562,500 Holdings Unitssuch grant; (V) Company Equity Plan in which it was granted; (VI) vesting dates; (VII) expiration date, if applicable; (VIII) exercise price, if applicable; and (EIX) Holdings Incentive Units representing the right any other material terms that are not included in any agreement or arrangement filed pursuant to receive up to 482,942 Holdings Units. The Company Parties have made available to the Parent Entities a true, correct and complete list, as Item 601(b)(10)(iii) of the December 9, 2020, and with respect to each outstanding Company Equity Award, of the name of the holder of such Company Equity Award, the grant date of such Company Equity Award, and, to the extent applicable, the per share exercise price of such Company Equity Award.Regulation S-K.