Extract to table

(the "ESPP" or the "Plan"), substantially in the form attached hereto as Exhibit A, with such changes thereto as may be approved by any Authorized Officer (as defined below), is hereby approved and adopted in all respects, subject to (a) the approval of the Plan by the stockholders of the Company, which approval shall be solicited by written consent in accordance with Section 228 of the DGCL, and (b) the effectiveness of the registration statement on Form S-1 (or any amendment thereto) filed with the United States Securities and Exchange Commission (the "SEC") in connection with the IPO; and it is further RESOLVED, that the Plan shall become effective upon, and contingent on, the closing of the IPO (the "IPO Closing"), and that if the IPO Closing does not occur for any reason, the Plan shall be of no force or effect

01 per share, are hereby authorized and reserved for issuance under the ESPP, which share reserve represents approximately two percent (2%) of the projected post-IPO shares outstanding on a fully-exercised basis (127,272,727 shares), and the Board has determined that such share reserve is reasonable and in the best interests of the Company and its stockholders; and it is further RESOLVED, that shares of Common Stock subject to the ESPP that are not purchased by participants during any offering period under the Plan, including by reason of a participant's withdrawal from the Plan, termination of employment, or the application of any limitation on purchases under the Plan or under Section 423 of the Code, shall be returned to the ESPP share reserve and shall remain available for purchase during future offering periods under the Plan; and it is further RESOLVED, that the appropriate officers of the Company are authorized and directed to reserve and keep available out of the authorized but unissued shares of Common Stock, or out of shares of Common Stock held in treasury, such number of shares as shall be sufficient to satisfy the requirements of the ESPP

All employees of the Company and its designated subsidiaries (approximately 1,240 employees as of the date hereof) who meet the eligibility requirements set forth in the Plan, including, without limitation, any minimum service period or customary working hours thresholds specified therein, shall be eligible to participate in the ESPP; (b) Offering Periods

The Plan shall be administered by the Board or a committee thereof, with such authority as is delegated by the Board, and the Board hereby acknowledges that the Compensation Committee of the Board (currently composed of Catherine Liang (Chair), Richard Estavez, and Warren Okoro, each of whom is an independent director within the meaning of applicable New York Stock Exchange listing standards) shall serve as the Plan administrator following the IPO Closing, unless the Board determines otherwise

Registration Statement Disclosure RESOLVED, that the ESPP and the material terms thereof shall be described in the registration statement on Form S-1 (File No

pdf) transmission), each of which shall be deemed an original and all of which together shall constitute one and the same instrument