Common use of Equity Compensation Clause in Contracts

Equity Compensation. (a) Subject to approval by the Board and the closing of the Series C financing, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (ai) Subject During the Term, subject to approval by the Board terms and conditions established within the closing of the Series C financing, the Company shall grant Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to you an incentive stock option time (the “OptionPlan”) under and separate Award Agreements (as defined in the Plan), the Executive also shall be eligible to receive from time to time Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and/or Other Stock-Based Awards (as such capitalized terms are defined in the Plan), in amounts, if any, to be approved by the Compensation Committee in its discretion. (ii) Notwithstanding anything set forth in the Plan or the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at contrary: (A) in the time event of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (bx) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of in Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option planPlan), certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following (y) a Termination Date Change in Control (a “2009 Change in Control”) or Corporate Transaction (as such term is terms are defined in such stock option agreement)the 2009 Plan) during the Term, all Stock Options that the Executive may have under the Plan shall vest and become exercisable, to the extent then not already vested and exercisable, shall be six upon the occurrence of the Change in Control, and all Incentive Stock Options or Nonstatutory Stock Options that the Executive may have under (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (and as defined belowin) or you voluntarily terminate your employment for Good Reason (as defined below), then the options 2009 Plan shall vest and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement)become exercisable, to the extent then not already vested and exercisable, shall be six upon the occurrence of the Corporate Transaction or the 2009 Change in Control (6) months. (d) For purposes of this letter agreementall such options held by the Executive under the Plan or the 2009 Plan, a the “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or Options”); and (B) a subsidiary all of the Company is a constituent party, Options that the Executive may have (including those that vest and the Company issues shares of its capital stock become exercisable pursuant to such merger or consolidation, except in the case of either clause (A) or of this sentence) shall remain exercisable (Bto the extent not already exercised) any such merger or consolidation involving for a period of one (1) year, measured from the Company or a subsidiary date of the Company Change in which Control, 2009 Change in Control, and/or Corporate Transaction, as applicable, or, if later, the beneficial owners Termination Date (but, in no event shall any Option remain exercisable beyond the expiration of the shares of capital stock term of the Company outstanding immediately prior Option); provided, however, that in the event stock options under the Plan and/or the 2009 Plan are cancelled or otherwise terminated pursuant to such merger the Plan or consolidation continue beneficially to ownthe 2009 Plan, immediately following such merger or consolidationas applicable, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with such Change in Control or Corporate Transaction, Executive’s Options may be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a merger grant of Options, whether entered into prior to the Effective Date or consolidation not constituting a Change of Control under clause during the Term (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transferbut, in a single transaction no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or series of related transactions, by the stockholders Stock Award Agreement entered into after expiration of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesTerm).

Equity Compensation. (a) Subject to approval by On March 24, 2015 (the “Grant Date”), in consideration of Executive’s appointment as Chief Executive Officer, the Board and the closing of the Series C financing, the Company shall grant to you an incentive Directors granted Executive a non-qualified stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of 1,000,000 shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is with an exercise price equal to 1.4110% of the total number fair market value of such shares as of the Grant Date (the “Option Award”). The Option Award vests in equal monthly installments over a period of four (4) years from the Grant Date. The terms and conditions of the Option Award are as set forth in an award agreement delivered to Executive, which award agreement provides that (x) upon any termination of Executive’s employment by the Company (other than a termination by the Company without Cause or by Executive for Good Reason), all unvested Options pursuant to the Option Award shall be forfeited and (y) upon the consummation of a Change in Control (as defined below), all unvested Options subject to the Option Award will become immediately vested. (b) On the Grant Date, in consideration of Executive’s appointment as Chief Executive Officer, the Board of Directors awarded Executive a warrant (the “Warrant”) to purchase up to 9,500,000 shares of the Company’s common stock on (the “Warrant Shares”). The Warrant has a fully diluted basisterm of four (4) years and is exercisable for up to all of the Warrant Shares upon the Company’s achievement of certain milestones, at as set forth in the Warrant Agreement entered into by the Company and Executive effective March 24, 2015. (c) Upon the closing date of the Company’s initial public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “IPO Effective Date”), the following equity awards shall be granted to the Executive pursuant to the Company’s 2015 Equity Incentive Plan (the “2015 Plan”): (i) a stock option to purchase 900,000 shares of common stock of the Company (the “IPO Options”) with an exercise price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after Company’s common stock on the date hereof, subject of grant; and (ii) a grant of 600,000 restricted stock units representing the right to your continuing employment with receive one share of the Company’s common stock for each restricted stock unit that becomes vested (the “IPO RSUs” and together the with IPO Options, the “IPO Equity Awards”). You may be eligible to receive such future stock option grants as The award agreement evidencing the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) grant of the options IPO Equity Awards shall provide that they vest based solely on your continued service with the Company and are not then vested50% upon grant, and which have not been exercised50% upon the first anniversary of the IPO Effective Date, cancelled or forfeited, shall become vested and exercisable in full conditioned on the continued employment of Executive as of the date of such Change of ControlIPO Effective Date. The period for exercising such options shall be terms and conditions of the IPO Equity Awards are as set forth in an award agreement delivered to Executive, which award agreement provides that (x) upon any termination of Executive’s employment by the applicable stock option plan, certificate Company (other than a termination by the Company without Cause or agreement; provided, that the stock option agreement which documents your Option shall provide that the period by Executive for exercising your Option following a Termination Date (as such term is defined in such stock option agreementGood Reason), all unvested IPO Equity Awards pursuant to the extent then vested and exercisable, award agreement shall be six forfeited and (6y) months. (c) If, after upon the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason consummation of a Change in Control (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as all unvested IPO Equity Awards subject to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) monthswill become immediately vested. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (a) Subject On the date hereof, AOLA grants to approval by the Board and the closing Executive a non-qualified option to purchase 200,000 shares of the Series C financing, Class A common stock of AOLA pursuant to AOLA’s 2000 Stock Plan (the Company shall grant “Plan”) at a per share exercise price equal to you an incentive stock option US$1.59 (the “Option”) under ). The Option will become exercisable for 100,000 shares as of January 1, 2005, and for the Companyremaining 100,000 shares as of January 1, 2006. In the event AOLA should cease to exist for any future reason, the Option granted to the Executive shall extinguish without any liability to the Company or its representatives, directors, shareholders or affiliate companies, operators, head offices, representative offices, branches, etc. In the event the Executive’s 2009 Employeeemployment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, Director the Option and Consultant Equity Incentive Plan all other then-outstanding options to purchase AOLA’s class A common stock issued to the Executive (as amended to datecollectively, the “2009 PlanOptions”) will become fully exercisable in accordance to the rules provided in the Plan. In the event of a Going Private Event, the Options will become fully exercisable immediately prior to and for the purchase of that number of shares purposes of the Company’s common stock Going Private Event such that your total equity ownership, immediately following the grant, is equal Executive will be entitled to 1.4% exercise his options and either participate in the Going Private Event or otherwise dispose of the total number acquired shares in connection with the Going Private Event. In the event of shares a Change in Control, in addition to any other rights the Executive may have under the Plan, the Options must either: (a) be assumed by an acquiring entity in accordance with Paragraph 24B(a) of the CompanyPlan, in which event the Options will become fully exercisable if the Executive’s common stock on a fully diluted basis, at a price per share equal to employment is terminated without Cause or the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing Executive terminates his employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. for Good Reason; (b) All options become fully exercisable for purposes of and shares granted prior to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change termination of Control the Options pursuant to Paragraphs 24B(b) or (as defined below) occurs. In such event, one hundred percent (100%c) of the options that vest based solely on your continued service with Plan; or (c) otherwise become fully exercisable immediately prior to the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable Change in full as of the date of such Change of Control. The period for exercising such options shall Option will be as subject to all of the other terms and conditions, including terms relating to the termination of the Options, set forth in AOLA’s standard form of Notice of Grant of Stock Options and Option Agreement. To the applicable stock option planextent necessary to make the terms of the Options consistent with the provisions of this Agreement, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), this Agreement constitutes an amendment to the extent then vested and exercisable, shall be six (6) monthsalready outstanding Options identified on Exhibit A hereto. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (a) Subject Upon the Effective Time, without any action on the part of Parent, Merger Sub, the Surviving Corporation or the holders of Company Employee Stock Options, each Company Employee Stock Option outstanding immediately prior to approval the Effective Time (whether vested or unvested) shall be canceled in exchange for a cash payment by the Board and Company of an amount equal to (A) the closing excess, if any, of (x) the Series C financingMerger Consideration over (y) the exercise price per share of Company Common Stock subject to such Company Employee Stock Option, multiplied by (B) the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock Company Common Stock for which such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Company Employee Stock Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate.not theretofore have been exercised (b) All options and shares granted Without any action on the part of Parent, Merger Sub, the Surviving Corporation or the holders of Company Restricted Stock, immediately prior to youthe Effective Time, at any time, that vest based solely on your continued service with the each share of Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not Restricted Stock then vested, and which have not been exercised, cancelled or forfeited, outstanding shall become be deemed vested and exercisable in full as of the date of such Change of Control. The period for exercising such options all restrictions and forfeiture provisions related thereto shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) monthslapse. (c) IfAll amounts payable pursuant to this Section 4.3 shall be paid as soon as reasonably practicable, and in no event more than ten (10) days, after the date hereofEffective Time, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) monthsinterest. (d) For purposes of this letter agreement, a “Change of Control” The Company Stock Plan shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary terminate as of the Company is a constituent partyEffective Time, and the provisions in any other Company issues shares Benefit Plan providing for the issuance, transfer or grant of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power any interest in respect of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding any capital stock of the Company shall terminate and be deleted as of the Effective Time, and the Company shall ensure that following the Effective Time no holder of a Company Employee Stock Option or any participant in the Company Stock Plan or other Company Benefit Plan shall have any right thereunder to acquire any person capital stock of the Company or entity the Surviving Corporation. (e) As soon as practicable following the date of this Agreement and in any event prior to the Effective Time, the Company shall take any actions necessary to effect the transactions anticipated by this Section 4.3, including under the Company Stock Plan and all documents evidencing the grants of awards thereunder and any other plan or group arrangement of affiliated persons the Company (whether written or entitiesoral, formal or informal), including, but not limited to, adopting all resolutions, giving all notices, obtaining consents from each holder of awards under the Company Stock Plan, and taking any other actions that are necessary or appropriate to effectuate the transactions contemplated by this Section 4.3. Any notices, consents or other communications to holders of Company Employee Stock Options or Company Restricted Stock shall be subject to the review and approval of Parent, which approval shall not be unreasonably withheld. Prior to the Effective Time, the Company shall take all actions as may be required to cause any disposition of Company equity securities (including derivative securities) in connection with this Agreement by any Person who is a director or officer of the Company subject to Section 16 of the Exchange Act to be exempt under Rule 16b-3 under the Exchange Act. (f) The Company shall take all actions necessary or appropriate so that, immediately prior to the Effective Time, the offering period then in progress under the Company's 2007 Employee Stock Purchase Plan (the “ESPP”) will terminate and the accumulated contributions for each participant thereunder for such period will be applied towards the purchase of Company Common Stock, unless such participant has previously withdrawn from such offering period in accordance with the terms of the ESPP.

Equity Compensation. (a) Subject to approval by the Board and the closing terms of the Series C financing, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant 2016 Equity Incentive Plan (as amended to date, the “2009 Plan”) for and approval of the Board or Compensation Committee, at the next regular meeting of the Board or the Compensation Committee on or following the Effective Date, the Employee will be granted options to purchase of that number of up to 40,000 shares of the Company’s common stock such that your total equity ownershipstock, immediately following subject to shareholder approval of an increase in the grant, is equal to 1.4% of the total number of shares available under the Plan, on the terms and conditions determined by the Board or the Compensation Committee, with an exercise price of the Company’s common stock on a fully diluted basis, at a price $5.00 per share equal to (provided that the Board or the Compensation Committee determines that such exercise price represents no less than fair market value at per share on the time date of Board approval, grant in accordance with 1/48th of the Plan). The shares subject to the Option vesting each month after option shall be fully vested upon grant. During the date hereofTerm, subject to your continuing employment with the Company. You terms and conditions established within the Plan or any successor equity compensation plan as may be in place from time to time and separate award agreements, the Employee also shall be eligible to receive such future from time to time stock option grants options, stock unit awards, performance shares, performance units, incentive bonus awards, other cash-based awards and/or other stock-based awards (as permitted by the Plan), in amounts, if any, to be approved by the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with or the Company will immediately vest if, during your employment, a Change of Control (as defined below) occursCompensation Committee in its discretion. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth Notwithstanding anything in the applicable stock option planPlan to the contrary, certificate or agreement; provided, that if (i) the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be occurs at least six (6) months. months after October 11, 2017 and (cii) If, after the date hereof, the Company terminates your employment Employee is terminated without Cause (as defined belowin Section 4.1(b)) or you voluntarily terminate your employment for resigns with Good Reason (as defined belowin Section 4.1(c)) within twenty-four (24) months following a Change in Control (as defined in Section 5.19), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion in lieu of the applicable award that would have application of Section 4.1(d)(ii), the Employee shall receive accelerated vesting of all unvested options upon the Termination Date and all of the Employee’s outstanding vested if your employment with the Company had continued stock options shall remain exercisable for a period of twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth months, measured from the Termination Date (but in no event later than the applicable stock option plan, certificate or agreementexpiration date of their term); provided, however, that in the event stock option agreement which documents your Option shall provide that options under the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), Plan are cancelled or otherwise terminated pursuant to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except Plan in connection with such Change in Control, the Employee’s stock options may be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(d) shall be deemed an amendment to each award agreement entered into by the Employee evidencing a merger grant of stock options, whether entered into prior to October 11, 2017 or consolidation not constituting a Change of Control under clause during the Term (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transferbut, in a single transaction or series of related transactions, by the stockholders no event shall this Section 3.1(d) be deemed an amendment to any award agreement entered into after expiration of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesTerm).

Equity Compensation. (a) Subject to approval by the Board and the closing of the Series C financingWithin 30 days following your Employment Date, the Company shall Compensation Committee will grant to you an incentive restricted stock option units (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 PlanRSUs”) for the purchase of that number of 653,100 shares of the Company’s Series G common stock such (the “Initial Grant”) under its 2005 Stock Incentive Plan (the “Plan”), The Initial Grant will be made under a restricted stock unit agreement, and shall be subject to a Stockholders Agreement that your total equity ownership, immediately following will include certain restrictions on transfer to other stockholders and other restrictions and conditions. (a) No RSUs will vest until the grant, earliest to occur of: (i) the date that is equal to 1.4% six (6) months after the effective date of the total number of shares an initial public offering of the Company’s common stock on a fully diluted basissecurities, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after (ii) the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, of a Change of in Control (as defined below) occurs. In or (iii) June 10, 2012 provided that you arc still employed on such eventdate, one hundred percent (100%) and each of the options foregoing (i), (ii) or (iii) being an “Initial Vesting Event”), (b) The number of RSUs that vest based solely on an Initial Vesting Event shall be calculated as follows: (i) if you have been employed for at least one year from the date of grant of the RSUs, whether or not you are employed on the Initial Vesting Event; the number of RSUs that shall vest on the Initial Vesting Event shall be equal to the product obtained by multiplying the total number of RSUs by a fraction, the numerator of which is the number of full months during which you were employed from the date of grant of the RSUs until your continued service with the Company and are not then vestedtermination of employment, and the denominator of which is forty-eight (48) and (ii) if you have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of employed for at least one year from the date of such Change grant of Control. The period for exercising such options the RSUs, then, except as provided in Section 5(c) or 5(d) below, the number of RSUs that shall vest on the Initial Vesting Date shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) monthszero. (c) IfIf you are in continuous service on the Initial Vesting Event, after then with respect to RSUs that have not vested as of such Initial Vesting Event, vesting shall continue and be determined as follows (each vesting date under either of the following (i) or (ii) being a “Subsequent Vesting Event”): (i) if you have not been employed for at least one year from the date hereof, of grant at the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below)time of the Initial Vesting Event, then on the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion first anniversary of the applicable award date of grant of the RSUs, twenty-five percent (25%) of the RSUs will vest provided that would you are employed on such first anniversary, and thereafter on the same day of each subsequent month, one forty-eighth (1/48) of the RSUs will vest provided that you are employed on each such subsequent monthly anniversary date and (ii) if you have vested if your employment with been employed for at least one year from the Company had continued for twelve date of grant at the time of the Initial Vesting Event, vesting of any unvested RSUs shall continue on each subsequent monthly anniversary of the date of grant of the RSUs at a rate of one-forty-eighth (121/48) months following of the RSUs provided that you are employed on each such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) monthssubsequent monthly anniversary date. (d) Within thirty (30) days following the occurrence of the Initial Vesting Event or any Subsequent Vesting Event as set forth above, RSUs that vest as of the Initial Vesting Event or any Subsequent Vesting Event shall be distributed and settled. Distribution and settlement of RSUs on the Initial Vesting Event or any Subsequent Vesting Event shall be in shares of the Company’s Series G common stock. Settlement of vested RSUs shall occur whether or not you arc employed at the time of distribution and settlement. (e) For purposes of Section 2 of this letter agreementAgreement, a “Change of in Control” shall meanmean the occurrence of either of the following events: (i) a sale if all or substantially all of the assets of the Company; (ii) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding its voting securities immediately prior to such the merger or consolidation continue beneficially to owndo not represent, or are not converted into securities that represent a majority of the voting power of all voting securities of the surviving entity immediately following such after the merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale acquisition by a person or transfer, in legal entity or a single transaction or series group of related transactions, by the stockholders persons or related entities of eighty percent (80%) or more of the Company of more than 50% by outstanding voting power securities of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesCompany.

Equity Compensation. (a) Subject to approval by the Board and the closing of the Series C financingOn July 15, 2004, the Company shall grant granted to you an incentive option to purchase 15,625 shares of the common stock option (of the “Option”) under Company upon the terms and conditions set forth in the Company’s 2009 Employee, Director and Consultant 's 2001 Equity Incentive Plan (the "Plan") and that certain Employee Option Grant Agreement entered into between the Company and you as of July 15, 2004 (the "Option Agreement"). The Option Agreement will be amended on or after the date hereof to date, provide that (i) in the “2009 Plan”) for event of a Change in Control of the purchase of that number of shares Company (as defined in the Plan but EXCLUDING an initial public offering of the Company’s 's common stock (the "IPO")), on the date of, and immediately prior to, the consummation of such that your total equity ownershipChange in Control, immediately following the grant, is equal to 1.4% one-half (1/2) of the total number unvested portion of shares such option shall vest and become exercisable, and the balance of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the unvested shares subject to such option shall continue to vest ratably as provided in the Option vesting each month after the date hereofAgreement, subject to and (ii) if your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with is terminated by the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate and such termination is in connection with, and within 18 months after, a Change in Control, all of the unvested shares subject to such option shall fully vest on the later of (A) your termination of employment for Good Reason (as defined below), then the options and shares granted to you by with the Company, at any timeand (B) the consummation of such Change in Control. (b) Effectively promptly after the closing of the IPO, that vest based solely on your continued service with the Company will immediately vest as further grant to you an option to purchase 4,000 shares of the Company's common stock upon the terms and conditions of the Plan and its then-current form of Employee Option Grant Agreement. The exercise price for such grant shall be equal to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such terminationper-share IPO price. The period for exercising any options so accelerated shall be as option will vest subject to the terms and conditions set forth in the applicable stock option plan, certificate or agreementPlan and the then-current form of Employee Option Grant Agreement; providedPROVIDED, that in the stock option agreement which documents your Option shall provide that event of a Change in Control of the period for exercising your Option following a Termination Date Company (as such term is defined in such stock option agreementthe Plan but EXCLUDING the IPO), to on the extent then vested date of, and immediately prior to, the consummation of such Change in Control, one-half (1/2) of the unvested portion of such option shall vest and become exercisable, and the balance of the unvested shares subject to such option shall be six continue to vest ratably as provided in the then-current form of the Employee Option Grant Agreement; PROVIDED, HOWEVER, that if your employment is terminated by the Company without Cause and such termination is in connection with, and within 18 months after, a Change in Control, all of the unvested shares subject to such option shall fully vest on the later of (6i) monthsyour termination of employment with the Company, and (ii) the consummation of such Change in Control. (dc) For purposes of this letter agreementPursuant to a Restricted Stock Agreement substantially in the form attached hereto as EXHIBIT A, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues will grant to you 8,125 shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital common stock of the Company outstanding immediately prior which are subject to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken certain contractual restrictions as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesset forth therein.

Equity Compensation. (ai) Subject During the Term, subject to approval by the Board terms and conditions established within the closing of the Series C financing, the Company shall grant Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to you an incentive stock option time (the “OptionPlan”) under and separate Award Agreements (as defined in the Plan), the Executive also shall be eligible to receive from time to time Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and/or Other Stock-Based Awards (as such capitalized terms are defined in the Plan), in amounts, if any, to be approved by the Compensation Committee in its discretion. (ii) Notwithstanding anything set forth in the Plan or the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at contrary: (A) in the time event of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (bx) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of in Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option planPlan), certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following (y) a Termination Date Change in Control (a “2009 Change in Control”) or Corporate Transaction (as such term is terms are defined in such stock option agreement)the 2009 Plan) during the Term, all Stock Options that the Executive may have under the Plan shall vest and become exercisable, to the extent then not already vested and exercisable, shall be six upon the occurrence of the Change in Control, and all Incentive Stock Options or Nonstatutory Stock Options that the Executive may have under (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (and as defined belowin) or you voluntarily terminate your employment for Good Reason (as defined below), then the options 2009 Plan shall vest and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement)become exercisable, to the extent then not already vested and exercisable, shall be six upon the occurrence of the Corporate Transaction or the 2009 Change in Control (6) months. (d) For purposes of this letter agreementall such options held by the Executive under the Plan or the 2009 Plan, a the “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or Options”); and (B) a subsidiary all of the Company is a constituent party, Options that the Executive may have (including those that vest and the Company issues shares of its capital stock become exercisable pursuant to such merger or consolidation, except in the case of either clause (A) or of this sentence) shall remain exercisable (Bto the extent not already exercised) any such merger or consolidation involving for a period of two (2) years, measured from the Company or a subsidiary date of the Company Change in which Control, 2009 Change in Control, and/or Corporate Transaction, as applicable, or, if later, the beneficial owners Termination Date (but, in no event shall any Option remain exercisable beyond the expiration of the shares of capital stock term of the Company outstanding immediately prior Option); provided, however, that in the event stock options under the Plan and/or the 2009 Plan are cancelled or otherwise terminated pursuant to such merger the Plan or consolidation continue beneficially to ownthe 2009 Plan, immediately following such merger or consolidationas applicable, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with such Change in Control or Corporate Transaction, Executive’s Options may be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a merger grant of Options, whether entered into prior to the Effective Date or consolidation not constituting a Change of Control under clause during the Term (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transferbut, in a single transaction no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or series of related transactions, by the stockholders Stock Award Agreement entered into after expiration of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesTerm).

Equity Compensation. (a) Subject to approval by the Board and As soon as practicable following the closing of the Series C financingMerger, the Company Parent shall grant Executive stock options with a 10-year term to you an incentive purchase shares of the Class A common stock option of Parent (the “OptionOptions”) under having an aggregate exercise price of $150 million, with a per share exercise price equal to the Companyprice per share paid by Silver Lake Partners III, L.P., Silver Lake Partners IV, L.P. and/or their respective affiliates (collectively, the “SLP Investors”) to acquire shares of the Class B common stock of Parent in the Merger. Subject to Executive’s 2009 Employee, Director continued employment with Parent and Consultant Equity Incentive Plan (the Company or continued service as amended to a director on the Company Board or the Parent Board on each applicable vesting date, the “2009 Plan”) for the purchase Options will vest at a rate of that number of shares 20% per year on each of the Companyfirst five anniversaries of the closing of the Merger. Upon the latest of (X) a resignation of Executive’s common stock such that your total employment by Executive, (Y) a termination of Executive’s employment by the Company for “Cause” (defined in the same manner as “cause” is defined in the Stockholders Agreement among Parent and the various equity ownershipinvestors therein, immediately dated as of , 2013 (the “Stockholders Agreement”)), and (Z) Executive ceasing to serve as a member of the Company Board or the Parent Board, all unvested Options will be forfeited for no consideration. Vested Options shall remain exercisable for (i) 90 days following the grantlatest of (A) the date on which Executive resigns his employment, (B) the date Executive’s employment is equal terminated by the Company for Cause, and (C) the date on which Executive ceases to 1.4% serve as a member of both the Parent Board and the Company Board (but in no event later than the expiration of the total number of shares 10-year term of the Company’s common stock on a fully diluted basisOptions), at a price per share equal to or (ii) in all other cases, the fair market value at the time of Board approval, with 1/48th remainder of the shares 10-year term of the Options. All Options shall be subject to the Option vesting each month after customary terms of an equity incentive plan to be implemented following the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) closing of the options that vest based solely on your continued service with Merger and the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as terms of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or award agreement; provided, that such terms shall include (w) a cashless “net exercise” feature, (x) tax withholding being able to be satisfied by the withholding of shares otherwise deliverable upon exercise of the Options, (y) no limitations or restrictions on the Class A common stock option agreement which documents your Option shall provide that of Parent purchased through exercise of the period for exercising your Option following Options other than as contained in the Stockholders Agreement and (z) accelerated vesting upon a Termination Date (as such term is defined “Change in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason Control” (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (a) Subject to approval by the Board and the closing As of the Series C financingEffective Time, (i) the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that Executive will be granted options on a number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is of Parent (“Parent Common Shares”) equal to 1.40.42% of fully diluted ownership of Parent, pro forma for all Parent Common Shares and stock options on Parent Common Shares contemplated to be issued at or around the total number of shares completion of the CompanyPanAmSat transaction pursuant to the Merger Agreement and assuming repurchases of all Parent Common Shares that, after the Effective Time, are expected to be repurchased pursuant to agreements in effect as of the Effective Time (each such option on each such Parent Common Share, a “New Option,” and, collectively, the “New Options”) having the terms and conditions provided below and such other terms and conditions not inconsistent therewith as may be provided for in Parent’s common stock on 2005 Share Incentive Plan, including a fully diluted basis, at a strike price per share equal to the fair market value of a Parent Common Share as of the Effective Time (as determined by an independent third party valuation firm, chosen by Parent in its discretion, on a date as near as practicable to the Effective Time) (the “Per-Share Value”) and (ii) the options to purchase shares of PanAmSat common stock held by the Executive that are listed on Schedule 1 hereto (each such option, a “PanAmSat Option” and, collectively, the “PanAmSat Options”) shall be converted, at the time of Board approvalEffective Time, with 1/48th of into options to purchase Parent Common Shares (each such option on each such Parent Common Share, a “Rollover Option,” collectively, the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment “Rollover Options,” and together with the Company. You may be eligible to receive such future stock option grants as New Options, the Board shall deem appropriate. (b“Options”) All options and shares granted to you, at any time, that vest based solely on your continued service with having the Company will immediately vest if, during your employment, a Change of Control same aggregate Spread (as defined below) occursas the PanAmSat Options. In such event, one hundred percent (100%) The per-share exercise price of the options Rollover Option will (x) be set in a manner such that vest based solely on your continued service the fair market value per Parent Common Share less the exercise price of each Rollover Option is equal to the Spread and (y) be decreased to the lowest amount that would not fail to comply with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as Section 409A of the date Internal Revenue Code of such Change of Control1986, as amended (the “Code”) and that would not otherwise create current taxation to the Executive. Such Rollover Options shall otherwise have the same terms and conditions (including vesting schedule) applicable to the PanAmSat Options. The period for exercising such options shall be as set forth in “Spread” of an Option means the applicable stock option plandifference, certificate or agreement; providedif any, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: between (i) a merger or consolidation in which $25.00 (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (Aa PanAmSat Option) or (B) any such merger or consolidation involving and the Company or fair market value of a subsidiary Parent Common Share as of the Company Effective Time (in which the beneficial owners case of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (xRollover Option) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; and (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series per-share exercise price thereof. The Options shall provide that any Parent Common Shares received upon exercise of related transactions, by Options shall be subject to the Company or a Company subsidiary of all or substantially all the assets terms of the Company Shareholders Agreement by and among Parent and the Company subsidiaries taken Shareholders named therein, dated as a whole of January 27, 2005, as amended (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiarythe “Shareholders Agreement”); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (a) Subject to approval by the Board terms and the closing conditions of the Series C financingthis Agreement, the Company Employee shall grant be eligible to you receive, as additional compensation, awards of equity compensation (each an incentive stock option (the “OptionEquity Award”) ), under the Company’s 2009 Employee, Director and Consultant 2019 Equity Incentive Plan, as amended, or any successor equity incentive plan adopted by the Company from time to time after the Effective Date (the “Equity Plan”), including under the Company’s Long-Term Incentive Program adopted in 2023 under the Equity Plan (as amended to date, the “2009 PlanLTIP”). All Equity Awards shall be granted subject to the terms and conditions of the Equity Plan and an equity award agreement (each, an “Award Agreement”) for to be entered into between the purchase Company and Employee as of that number the grant date of shares such Equity Award. The Company grants its employees Equity Awards as additional long-term incentive compensation to better align employees’ interests with those of the Company’s common stock such that your total equity ownershipstockholders. Accordingly, immediately following any Equity Award granted to Employee by the grantCompany shall be subject to forfeiture until vesting. As set forth in the Equity Plan and the applicable Award Agreement, is equal to 1.4% vesting of these Equity Awards may occur as a result of Employee’s continued service with the Company through designated vesting dates (a “Service-Based Award”), or as a result of the total number of shares of Employee’s or the Company’s common stock on achievement of certain performance objectives established by the Board from time to time, subject to Employee’s continued employment with the Company through the date the Board determines the performance objective(s) has been achieved (a fully diluted basis“Performance-Based Award”). Awards granted under the LTIP generally will consist of a Service-Based Award and a Performance-Based Award, at both of which shall vest over a price per share equal to three-(3)-year period; however, the fair market value at granting, term, composition, and amount of any Equity Awards granted under the time of Board approval, with 1/48th of LTIP and the shares Equity Plan are subject to the Option vesting each month after discretion of the date hereofCompensation Committee (who administers the Equity Plan and all Equity Awards granted thereunder), subject to your continuing employment with and nothing herein is, nor should it be interpreted or construed as being, an offer or a guarantee that Employee will be granted any Equity Award, including under the Company. You may be eligible to receive such future stock option grants as LTIP and the Board shall deem appropriate. (b) All options and shares granted to youEquity Plan, at any time, that vest based solely on your continued service with or in any amount. For the Company will immediately vest if, during your employment, a Change avoidance of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidationdoubt, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of as otherwise agreed by the Company in which writing, Employee shall not be guaranteed any minimum Equity Award at any time during the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesEmployment Term.

Equity Compensation. (a) Subject to approval by the Board You acknowledge and the closing agree, as of the Series C financingTermination Date (and after taking into account the accelerated vesting described in Section 2(d)), you held (i) vested options to purchase 874,667 shares of common stock, par value $0.01 per share, of the Company (“Shares”) pursuant to the Option Agreements (such options, together with any Unvested Options (as defined below) that vest prior the 181st day following the Termination Date, the Company shall grant “Vested Options”), (ii) NY\6527282.7 unvested options to you an incentive stock option purchase 192,000 Shares pursuant to the Option Agreements (which are eligible to vest solely upon a Change in Control as described in Section 2(d)) (the “OptionUnvested Options”), and (iii) under 20,000 vested Shares purchased from the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan Company (as amended to date, the “2009 PlanCo-Invest Shares”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate). (b) All options Notwithstanding anything to the contrary in the Management Stockholders Agreement (as defined in the Option Agreements) or the Option Agreements, (i) at any time on or prior to the 181st day following the Termination Date, you may submit a request to the Company (the date of such request, the “Put Notice Date”) to repurchase a number of Shares from you up to, but not exceeding, the number of Shares issuable upon the exercise of your Vested Options as of the Put Notice Date, and shares granted (ii) after the 181st day following the Termination Date, each of the Company and the Carlyle Stockholders shall have the option to yourepurchase, at any time, up to 100% of the Shares issuable upon exercise of the Vested Options (the “Call Right”), and provide you written notice of its election to repurchase such Shares (the date of such notice, the “Call Notice Date”). In order to facilitate any repurchase of Shares issuable upon the exercise of Vested Options, you agree that vest based solely on your continued service you shall exercise the Vested Options within 30 days following the Put Notice Date or Call Notice Date, as applicable, in accordance with, and subject to, the terms of the Option Agreements (provided that, notwithstanding anything to the contrary in Section 2.6(b) or 2.6(c) of the Option Agreements, you shall be permitted to (A) exercise the Vested Options in the manner set forth in Section 2.6(b)(ii) or (iii) of the Option Agreements, and (B) satisfy any applicable withholding tax due under applicable law in connection with the exercise of the Vested Options by instructing the Company will immediately vest if, during your employment, to withhold that number of Shares having a Change of Control Fair Market Value (as defined below) occurs. In such eventin the Option Agreements), one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full determined as of the date of exercise, equal to the minimum of tax required to be withheld by law (rounded down to nearest whole number of Shares with a Fair Market Value not in excess of the amount of tax required to be so withheld)), and thereafter, the Company or the Carlyle Stockholders, as applicable, shall repurchase any such Change Shares in accordance with, and subject to, the terms of Control. The period for exercising such options shall be the Management Stockholders Agreement and this Agreement (as set forth if a repurchase pursuant to the Company Call Right (as defined in the applicable stock option planManagement Stockholders Agreement) or the Carlyle Call Right (as defined in the Management Stockholders Agreement), certificate as applicable; provided that any lapse of the Company Call Right or agreementthe Carlyle Call Right contemplated in the Management Stockholders Agreement or Option Agreements shall not apply; provided, further, that the stock option agreement Company will not repurchase any Shares pursuant to this Section 3(b) prior to the day immediately following the six-month anniversary of the date on which documents your Option shall provide that such Shares were issued). In order to effect the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreementforegoing provisions of Section 3(b), to the extent then vested parties acknowledge and exercisable, shall be six agree that (6x) months. (c) If, on and after the date hereof, the Company terminates your employment without Cause last sentence of Section 2.6(d) of each of the Option Agreements has no force and effect and (y) after the 181st day following the Termination Date, the Call Right shall continue indefinitely and will not expire on the Repurchase Deadline (as defined belowin the Management Stockholders Agreement). (c) Notwithstanding anything to the contrary in the Management Stockholders Agreement, (i) at any time on or prior to the 181st day following the Termination Date, you voluntarily terminate your employment for Good Reason may submit a request to the Company (as defined below)the date of such request, then the options “Co-Invest Put Notice Date”) to repurchase a number of Shares from you up to, but not exceeding, the number of Co-Invest Shares, and shares granted (ii) after the 181st day following the Termination Date, each of the Company and the Carlyle Stockholders shall have the option to you by the Companyrepurchase, at any time, that vest based solely on your continued service with up to 100% of the Co-Invest Shares (the “Co-Invest Call Right”), and provide you written notice of its election to NY\6527282.7 repurchase Co-Invest Shares. In order to facilitate any repurchase of Co-Invest Shares, the Company will immediately vest or the Carlyle Stockholders, as applicable, shall repurchase any Co-Invest Shares in accordance with, and subject to, the terms of the Management Stockholders Agreement and this Agreement (as if a repurchase pursuant to the portion of Company Call Right or the applicable award Carlyle Call Right, as applicable; provided that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary lapse of the Company is a constituent party, and Call Right or the Company issues shares of its capital stock pursuant to such merger or consolidation, except Carlyle Call Right contemplated in the case Management Stockholders Agreement shall not apply). In order to effect the foregoing provisions of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidationSection 3(c), the parent corporation of such surviving or resulting corporation; (ii) parties acknowledge and agree that, after the sale181st day following the Termination Date, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all Co-Invest Call Right shall continue indefinitely and will not expire on the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesRepurchase Deadline.

Equity Compensation. (ai) Subject to On or as soon as reasonably practicable following the Effective Date and contingent upon approval by the Board and the closing Compensation Committee of the Series C financing, the Company shall grant to you an incentive stock option Board (the “OptionCompensation Committee”) under ), Executive will be granted the Company’s 2009 Employee, Director and Consultant Equity following equity awards pursuant to the terms of Holdings’ 2021 Long-Term Incentive Plan (as amended to date, the “2009 PlanLTIP”): (i) an award of stock options (the “Options”) for subject to Holdings’ stock option agreement (the “Option Agreement”) that will be entered into with Executive to purchase of that a number of shares having a grant date fair market value of approximately $1,312,500, which will be subject to the terms, conditions, and limitations set forth in the LTIP and the Option Agreement, including, without limitation, vesting and forfeiture provisions, and (ii) an award of restricted stock units (the “RSUs”) subject to Holdings’ restricted stock unit award agreement (the “RSU Agreement”) that will be entered into with Executive for a number of Holdings common shares having a grant date fair market value of approximately $437,500, which will be subject to the terms, conditions, and limitations set forth in the LTIP and the RSU Agreement, including without limitation, vesting and forfeiture provisions, each as determined by the Compensation Committee in accordance with Holdings’ grant practices. (ii) Pursuant to the Option Agreement, the Options shall vest in equal installments on the first four anniversaries of the Company’s common stock such that your total equity ownershipdate on which they are granted (the “Grant Date”), immediately following subject to continued employment on the grant, is equal to 1.4% applicable vesting date and the terms of the total number Option Agreement. Notwithstanding anything set forth in the LTIP or the Option Agreement to the contrary, in the event Executive’s employment is terminated without Cause or Executive resigns for Good Reason, in either case within 12 months following a Change in Control (as defined in the LTIP), all unvested Options will vest and become exercisable effective immediately prior to the Date of shares Termination (as defined below), and otherwise subject to the terms of this Agreement, provided that Executive timely executes, delivers, and does not revoke the Release (as defined below). The per share exercise price of the Company’s common stock on a fully diluted basis, at a price per share Options will be equal to the fair market value at the time of Board approval, with 1/48th of the shares subject on the Grant Date as determined by the Compensation Committee pursuant to the Option vesting each month after LTIP. (iii) The RSUs shall vest in equal installments on the date hereoffirst four anniversaries of the Effective Date, subject to your continuing continued employment with on the Companyapplicable vesting date and the terms of the RSU Agreement. You may be eligible to receive such future stock option grants as In the Board shall deem appropriate. (b) All options and shares granted to youevent Executive’s employment is terminated without Cause or Executive resigns for Good Reason, at any time, that vest based solely on your continued service with in either case within 12 months following the Company will immediately vest if, during your employment, date of a Change of in Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreementLTIP), all unvested RSUs will fully vest [and be settled] effective immediately prior to the extent then vested Date of Termination, provided that Executive timely executes, delivers and exercisabledoes not revoke, shall be six (6) monthsthe Release. (civ) IfIn addition, after during the Term, Executive will be eligible to participate in and may receive additional awards under any of Holdings’ equity incentive award plans and programs as in effect from time to time, with any new equity incentive grants made in the sole discretion of the Board or the Compensation Committee and with the expectation that Executive will receive an annual equity incentive grant under the LTIP or such other equity incentive award plans or programs of the Company. The grant date hereoffair value of Executive’s annual equity incentive grant shall be initially targeted at 100% of his Annual Base Salary, it being understood that all equity incentive grants are made in the Company terminates your employment without Cause (sole discretion of the Board or Compensation Committee and may vary year-to-year based on benchmarking, performance or other considerations as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you may be determined by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such terminationBoard or Compensation Committee in its discretion. The period for exercising any options so accelerated grant date fair value of Executive’s first annual equity incentive grant shall be as set forth in pro-rated based on the applicable stock option plannumber of days between the Start Date and December 31, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months2022. (dv) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant Executive will have no legally binding right to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior equity awards until awarded to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, Executive by the Company or a Company subsidiary Compensation Committee and contingent upon execution of all or substantially all the assets of the Company and the Company subsidiaries taken award agreements for such awards, as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesapplicable.

Equity Compensation. (ai) Subject During the Term, pursuant to approval by the Board terms and the closing conditions of the Series C financingLifeCell Corporation Equity Compensation Plan adopted on July 19, the Company shall grant to you an incentive stock option 2005 (the “Option2005 Plan”) under or any successor equity compensation plan as may be in place from time to time, Employee shall be eligible to receive, from time to time, Awards in amounts, and subject to such terms, conditions and restrictions, as determined by the Company’s 2009 Compensation Committee in its sole discretion. Awards granted to Employee, Director if any, will be subject the terms and Consultant Equity Incentive conditions established within the 2005 Plan (as amended from time to datetime) or any successor equity compensation plan as may be in place from time to time, as applicable, and the “2009 Plan”) for separate option agreement, restricted stock purchase agreement or stock award agreement between Employer and Employee that sets forth the purchase of that number of shares terms and conditions of the Company’s common stock Award (e.g., exercise price, expiration date and vesting schedule of Options; the restricted period and/or other restrictions such that your total equity ownership, immediately following as performance objectives relating to Stock Awards). Capitalized terms used in this Section 3.01(C)(i) and not otherwise defined in this Agreement shall have the grant, is equal to 1.4% of meanings assigned thereto in the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate2005 Plan. (ii) Notwithstanding any provision of the (a) 2005 Plan or any predecessor plan thereto, including clause (iii) of Section 16(b) of the 2005 Plan, (b) All options and shares terms of any outstanding Nonstatutory Stock Options granted to youEmployee prior to the Commencement Date under the 2005 Plan or any predecessor plan thereof, at or (c) terms of any timeOptions (whether Nonstatutory Stock Options or Incentive Stock Options) that may be granted to Employee under the 2005 Plan on or subsequent to the Commencement Date to the contrary, that vest based solely Nonstatutory Stock Options granted to Employee under the 2005 Plan or any predecessor plan prior to the Commencement Date and Options (whether Nonstatutory Stock Options or Incentive Stock Options) granted to Employee under the 2005 Plan on your continued service or subsequent to the Commencement Date shall not be canceled pursuant to the 2005 Plan in connection with a Corporate Transaction Event, unless Employee has been provided an opportunity to exercise such Options (whether or not then exercisable) for a period of no less than three days prior to the Company will immediately vest ifdate of such Corporate Transaction Event. For purposes of this Section 3.01(C)(ii), during your employmentcapitalized terms used in the preceding sentence and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan. (iii) Except as otherwise may be specifically set forth in a separate option agreement, restricted stock purchase agreement or stock award agreement entered into between Employer and Employee after the Commencement Date, upon the occurrence of a Change of in Control (as defined in Section 4.02(D)(ii) below) occurs. In such eventduring the Term, one hundred percent (100%) of the all stock options that vest and any other equity-based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, compensation shall become vested immediately and, if applicable, exercisable by Employee for a period of the longer of the exercise period in effect immediately prior to the Change in Control or the period ending ninety (90) days after the effective date of the Change in Control. Notwithstanding the foregoing, with respect to the restricted stock award consisting of a retention stock award and exercisable in full a performance stock award granted to Employee pursuant to the restricted stock award agreement between Employer and Employee dated as of July 20, 2005 (the date of such Change of Control. The period for exercising such options shall be as set forth “Special 2005 Restricted Stock Award Agreement”), in the applicable stock option plan, certificate event of a Change in Control on or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), prior to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereofVesting Date, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted restrictions applicable to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion all of the Retention Shares and the restrictions applicable award that would have vested if your employment with to only 29,978 of the Company had continued for twelve (12) months following such terminationPerformance Shares shall lapse. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of the preceding sentence only, capitalized terms that otherwise are not defined in this letter agreement, a “Change of Control” Agreement shall mean: (i) a merger or consolidation in which (A) have the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except meanings assigned thereto in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesSpecial 2005 Restricted Stock Award Agreement.

Equity Compensation. (ai) Subject to approval by As soon as practicable after the Board and the closing end of the Series C financingcurrent period during which certain activities with respect to Patheon’s shares are prohibited or restricted (any such period, a “Blackout Period”)1, Executive will be granted (the date of such grant, the Company shall grant “Grant Date”), of an option to you an incentive stock option acquire 5,000,000 of Patheon’s restricted voting shares (the “OptionInitial Grant”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on ). The Initial Grant will have a fully diluted basis, at a per-share exercise price per share equal to the fair market value at the time of Board approval, with 1/48th closing price of the underlying shares subject to on the Option vesting Toronto Stock Exchange on the Grant Date and will vest in five (5) equal installments on each month after of the date hereoffirst five anniversaries of the Effective Date, subject to your continuing employment in accordance with the CompanyPatheon’s 2011 Amended and Restated Incentive Stock Option Plan. You may be eligible to receive such future stock option grants In the event of a Change in Control, Executive’s unvested portion of the Initial Grant will become immediately vested and exercisable and remain in force for the duration of their original term (as the Board shall deem appropriatedescribed in clause (ii) below). (bii) All options and shares granted to you, at any time, that vest based solely on your continued service Executive will expire ten (10) years from the date of grant. (iii) Executive will be required to comply with the Company terms of any share ownership guidelines applicable to senior executives of Patheon generally, as amended from time to time. Patheon will immediately vest if, during your employmentcount ownership of any vested Options or other vested equity of Patheon (either from the Initial Grant or otherwise) toward meeting any ownership requirements instituted by Patheon. (iv) As used in this Agreement, a “Change in Control” shall mean any of Control the following events: (i) any “Person” (within the meaning of Section 13(d)(3) or 14(d)(2)) of the Securities Exchange Act of 1934, as defined belowamended (the “Exchange Act”), other than JLL Partners or its affiliates, becomes a Beneficial Owner (within the meaning of Exchange Act Rule 13d-3) occurs. In such event, one hundred percent of more than fifty (10050%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as voting power of the date then outstanding voting securities of such Change of Control. The period for exercising such options shall be as set forth Patheon entitled to vote generally in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months.election of directors; (cii) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term there is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) consummated a merger or consolidation in which (A) the Company is a constituent party of Patheon or (B) a any direct or indirect subsidiary of the Company is Patheon with any other company, other than a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving that would result in the Company or a subsidiary voting securities of the Company in which the beneficial owners of the shares of capital stock of the Company Patheon outstanding immediately prior to such merger or consolidation continue beneficially continuing to own, represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least fifty percent (50%) of the combined voting power of the securities of Patheon or such surviving entity or any parent thereof outstanding immediately following after such merger or consolidation; or 1 The current Blackout Period is expected to end on March 10, at least 2011. (iii) the stockholders of Patheon approve a majority by voting power plan of complete liquidation or dissolution of the capital stock of (x) company or there is consummated an agreement for the surviving sale or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, disposition by the Company or a Company subsidiary Patheon of all or substantially all the assets of its assets. However, in no event shall a “Change in Control” be deemed to have occurred for purposes of this Agreement solely because Patheon (or any member of the Company and the Company subsidiaries taken as Patheon Group) engages in an internal reorganization, which may include a whole (except in connection with transfer of assets to, or a merger or consolidation not constituting a Change of Control under clause (i) with, one or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesaffiliates.

Equity Compensation. (a) Subject During the Employment Term, the Executive will be eligible to approval participate in the Company’s MOP and any other incentive, equity-based and deferred compensation plans and programs or arrangements as may be determined by the Board or any successor programs or plans thereto or thereunder, in each case, as may be in effect from time to time and as may be determined by the closing of Board. The Committee will, as soon as practicable after the Series C financingEffective Date, the Company shall grant to you an incentive stock option award 150,000 Option Rights (the “OptionInitial Grant”), which Initial Grant will be awarded in four (4) under tranches and will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that in the event that (i) to the extent such amendment is necessary to effectuate the grant hereunder, the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended stockholders shall fail to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal approve an amendment to the fair market value at the time of Board approval, with 1/48th of the shares subject MOP as set forth in Exhibit A prior to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, earlier of a Change of Control or June 30, 2009, which the Blackstone Investor Group (as defined belowin the Stockholders Agreement) occurs. In such event, one hundred percent (100%“Blackstone”) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full represents it has sufficient votes to approve as of the date Effective Date and which Blackstone shall vote for (the “Amendment”) or (ii) the Executive fails to make the Investment in the Company in accordance with Section 8 of this Agreement, the Initial Grant shall immediately be void ab initio and of no further force and effect. To the extent such amendment is necessary to effectuate the grant hereunder, failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or June 30, 2009 shall be a breach of this Section 4(c) and Exhibit C, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date ” (as such term is defined in the MOP in effect as of the Effective Date, plus any amendments to such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, definition after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you Effective Date which would result in a transaction not covered by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest Change of Control definition in effect as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Effective Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, constituting a “Change of Control” shall mean: (i) a merger or consolidation in which (A) ”). Shares acquired on exercise of any stock option will be subject to the Company is a constituent party or (B) a subsidiary terms and conditions of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Stockholders’ Agreement. The Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is Executive acknowledge that they will agree to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of provide the Company of more than 50% by voting power of with the then-outstanding capital stock right to require the Executive and other executives of the Company to waive any person registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or entity additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if the Executive’s employment is terminated without Cause or group for Good Reason, then the Executive shall fully vest upon the date of affiliated persons or entitiestermination in any grant made under such IPO bonus plan.

Equity Compensation. (ai) Subject to approval by the Board and Board, the closing Employer shall grant the Executive an option to purchase 5,023,000 shares of the Series C financing, the Company shall grant to you an incentive Employer’s common stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a ). The Option shall have an exercise price per share equal to the fair market value of a share of the Employer’s common stock on the grant date, as determined by the Board. Subject to approval of the Board, the Option shall be granted prior to the Closing Date under the Employer’s 2013 Stock Incentive Plan (the “2013 Plan”), and the Option shall be subject to the terms and conditions of the 2013 Plan and the applicable stock option grant notice and stock option agreement. Except as otherwise provided in this Agreement, the Option shall vest over four (4) years at the time a rate of Board approval, with 1/48th of the total shares subject to the Option vesting each month after following the date hereofClosing Date, subject to your continuing employment with the CompanyExecutive’s continuous service to the Employer as of each such vesting date. You may In the event that the Business Combination Agreement is terminated pursuant to its terms or the transactions contemplated thereby are not otherwise consummated, the Option shall automatically terminate and be eligible to receive such future stock option grants as forfeited by the Board shall deem appropriateExecutive for no consideration. (bii) All options and shares The following provisions shall apply to any award granted to youthe Executive under the 2013 Plan, at the Heliogen, Inc. 2021 Equity Incentive Plan (the “2021 Plan”) or any timesuccessor plan (collectively, that vest based solely on your the “Equity Awards”) to the extent the Equity Awards are assumed, continued service or substituted by the surviving or acquiring entity (or its parent) in connection with the Company will immediately vest if, during your employment, a Change of Control “change in control” (as defined belowin the applicable plan) occurs. In and the Executive continues to provide services to the Employer or its successor following such eventchange in control: (A) except as otherwise provided in the change in control transaction’s definitive agreement, one hundred percent the 2013 Plan, 2021 Plan or the applicable Equity Award agreement (100%) of collectively, the options that vest based “Equity Award Documents”), the Equity Awards subject to vesting solely on your continued account of completing periods of service with (collectively, the Company “Time-Based Equity Awards”) shall accelerate and are not then vested, and which have not been exercised, cancelled or forfeited, shall become fully vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth or non-forfeitable in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following event of a Qualifying Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined belowin Section 5.6) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for within twelve (12) months following the consummation of such termination. The period for exercising any options so accelerated shall be as set forth change in control; and (B) all other Equity Awards, including but not limited to performance stock units vesting based on achieving pre-established performance goals (collectively, the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement“Performance-Based Equity Awards”), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) governed by the Company is a constituent party or (B) a subsidiary terms of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesapplicable Equity Award Documents.

Equity Compensation. (a) Subject to approval by the Board and the closing of the Series C financing, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after On the date hereof, the Company terminates your grants to the Executive a non-qualified option to purchase 140,000 shares of the Class A common stock of the Company pursuant to the Company's 2000 Stock Plan (the "Plan") at a per share exercise price equal to US$1.59 (the "Option"). The Option will become exercisable for 70,000 shares as of January 1, 2005, and for the remaining 70,000 shares as of January 1, 2006. In the event the Executive's employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, the Option and all other then-outstanding options to purchase the Company's class A common stock issued to the Executive (collectively, the "Options") will become fully exercisable as of the date of the Notice of Termination (as defined in paragraph 3.3 below) and will remain outstanding during the Leave of Absence Period (as defined in paragraph 3.1(a)), which will be an approved leave of absence for purposes of Paragraph 13(e) of the Plan. In the event of a Going Private Event, the Options will become fully exercisable immediately prior to and for purposes of the Going Private Event such that the Executive will be entitled to exercise his options and either participate in the Going Private Event or you voluntarily terminate your otherwise dispose of the acquired shares in connection with the Going Private Event. In the event of a Change in Control, in addition to any other rights the Executive may have under the Plan, the Options must either: (a) be assumed by an acquiring entity in accordance with Paragraph 24B(a) of the Plan, in which event the Options will become fully exercisable if the Executive's employment is terminated without Cause or the Executive terminates his employment for Good Reason Reason; (as defined below), then the options b) become fully exercisable for purposes of and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as prior to the portion termination of the applicable award that would have vested if your employment with Options pursuant to Paragraphs 24B(b) or (c) of the Company had continued for twelve Plan; or (12c) months following such terminationotherwise become fully exercisable immediately prior to the Change in Control. The period for exercising any options so accelerated shall Option will be as subject to all of the other terms and conditions, including terms relating to the termination of the Options, set forth in the applicable stock option planCompany's standard form of Notice of Grant of Stock Options and Option Agreement. To the extent necessary to make the terms of the Options consistent with the provisions of this Agreement, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), this Agreement constitutes an amendment to the extent then vested and exercisable, shall be six (6) monthsalready outstanding Options identified on Exhibit A hereto. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (a) Subject to approval by As soon as administratively practicable after the Board and the closing of the Series C financingEffective Date, the Company Executive shall grant be granted stock options to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of 100,000 shares of the Company’s common stock such that your total equity ownership's Common Stock, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price par value $0.001 per share (the "COMMON STOCK"). The per share exercise price of each option granted pursuant to this Section 3.2 shall be at $4.25 per share, equal to the fair market value at the time of Board approval, with 1/48th a share of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full Common Stock as of the date of such Change grant of Controlthe option. The period for exercising such Such options shall have a term of five years and shall vest in accordance with the following schedule, subject to the Executive's continued employment by the Company: 25% of the aggregate number of shares subject to the options shall vest and become exercisable, subject to the Executive's continued employment by the Company, on each of December 9, 1999, March 9, 2000, June 9, 2000, and September 8, 2000. Such options shall be as set forth in granted under the applicable stock option planSeraCare, certificate or agreement; providedInc. 1998 Stock Option Plan, that and (a) shall be granted subject to the terms of such plan and (b) shall be evidenced by and subject to the terms of a form of stock option agreement which documents your Option shall provide that customarily used by the period Company for exercising your Option following a Termination Date (as such term is defined in such employee stock option agreement)grants under the Stock Option Plan. Notwithstanding any termination of employment provisions in the SeraCare, Inc. 1998 Stock Option Plan or any customary form of stock option agreement thereunder, if the Executive's employment by the Company terminates (for any reason whatsoever): (x) before the first anniversary of the Effective Date, each option granted pursuant to this Section 3.2 shall terminate immediately to the extent that it is not then vested, and, to the extent that it may then vested and exercisablebe vested, it shall continue to be six exercisable only for the ninety (690) months. (c) If, after day period following the date hereof, termination of the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the CompanyExecutive's employment, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated which time it shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), terminate to the extent then vested not exercised; and exercisable(y) on or after the first anniversary of the Effective Date, each option granted pursuant to this Section 3.2 shall continue to be exercisable for the remainder of its term. To the extent (if any) that the Period of Employment is extended beyond the first anniversary of the Effective Date, the Executive shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation considered for additional annual stock option grants in which (A) accordance with the Company is a constituent party or (B) a subsidiary policies and procedures of the Company is a constituent party, and the Company issues shares of its capital then in effect for executive stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesoption grants.

Equity Compensation. Notwithstanding any provision to the contrary in any applicable plan, program or agreement, or any contrary provision in this Agreement in the event that either or both of the following occur: (ai) Subject a Change in Control in which the Executive’s employment is terminated on account of an Involuntary Termination Associated with a Change in Control; or (ii) a Change in Control occurs, but the acquirer or successor fails to approval provide the Executive with equity compensation rights substantially comparable in value to the Executive’s unvested equity compensation rights immediately prior to the Change in Control; then all stock options, Restricted Stock, Restricted Stock Units and other equity rights held by the Board and Executive will become fully vested and/or exercisable, as the closing case may be, as of the Series C financing, date Termination Date in the Company shall grant to you an incentive stock option case of clause (the “Option”i) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of the Change in Control in the case of clause (ii), and all stock options held by the Executive shall remain exercisable, notwithstanding anything in any other agreement governing such Change options, for the longer of Control. The (i) a period for exercising such options shall be as of twenty four (24) months after the Executive’s Termination Date, or (ii) the period set forth in the applicable stock award agreement covering the option plan(collectively, certificate or agreementthe “Change in Control Option Expiration Date”); provided, however, that in no event will the stock option agreement which documents your Option shall provide be exercisable beyond its original term or, if not addressed in the grant agreement, then not later than the latest date that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), will avoid adverse tax consequences to the extent then vested and exercisable, shall be six Executive (6) months. (c) If, after if such date is earlier than the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined belowChange in Control Option Expiration Date), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreementclause (ii) above, a “equity compensation provided by the acquiror or successor shall be deemed substantially comparable to the Executive’s unvested equity compensation rights immediately prior to the Change of Control” shall mean: (i) a merger or consolidation in which Control only if (A) such unvested equity compensation rights are assumed by the Company acquiror or successor on the same basis (including the same exchange ratio) as is provided to non-employee holders of such equity or, if none, on a constituent party basis substantially identical to such basis; or (B) a subsidiary of such unvested equity compensation rights are replaced by equity compensation rights granted by the acquiror or successor which rights are materially identical in value to (employing the same equity valuation methodology as the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding employed for financial accounting purposes immediately prior to such merger or consolidation continue beneficially the Change in Control) and are subject to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) same vesting schedule as was applicable to the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, unvested equity compensation rights held by the Company or a Company subsidiary of all or substantially all Executive immediately prior to the assets of the Company and the Company subsidiaries taken as a whole (except Change in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesControl.

Equity Compensation. (a) Subject a. During the Term, Executive shall be eligible to approval by receive from time to time such additional equity grants or awards, if any, pursuant to the Board and the closing terms of the Series C financing, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant 2016 Equity Incentive Plan (as amended to date, the “2009 Plan”) for (or any successor plan as may be in place from time to time) as may be approved by the purchase of that number of shares of Board or the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares Compensation Committee in its discretion. Such grants or awards will be subject to the Option vesting each month after terms and conditions of the date hereof, subject to your continuing employment with the Company. You may be eligible to receive Plan (or any successor plan) and such future stock option grants other terms and conditions as the Board shall deem appropriateor the Compensation Committee in its discretion may establish. b. The Parties acknowledge, pursuant to the Employment Agreement, on May 4, 2017, Executive received a grant of options (bthe “Option Grant”) All options and to purchase up to 511,113 shares granted of our Common Stock pursuant to youthe Plan with an exercise price of $5.00 per share, at any timewhich was repriced to $4.50 per share in September 2017, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred which fifty-three percent (10053%) were fully vested when issued, forty percent (40%) vest in a series of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such terminationsuccessive equal quarterly installments upon the completion of each successive calendar quarter of active service over the three (3) year period measured from the date of grant, as was determined by the Compensation Committee of the Board, and seven percent (7%) will not become fully vested until three years from December 22, 2016. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), Pursuant to the extent then vested and exercisableEmployment Agreement, shall be six (6) months.Executive’s Option Grant contained the following additional terms: (d1) For purposes Upon the “change-in-control” of this letter agreementthe Company, a any unvested options shall become fully vested immediately prior to such “change-in-control”. “Change of Control” shall meanmean the consummation of any one of the following events: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license transfer or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary disposition of all or substantially all of the assets of the Company and Company; (ii) a consolidation or merger of the Company subsidiaries taken as a whole (except with or into any other corporation or other entity or person, or any other corporate reorganization, in connection with a which the stockholders of the Company immediately prior to such consolidation, merger or consolidation not constituting a Change reorganization, own less than fifty percent (50%) of Control under clause (i) the Company’s outstanding voting power of the surviving entity following the consolidation, merger or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary)reorganization; or (iii) the sale or transfer, in a single any transaction (or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any transactions involving a person or entity entity, or a group of affiliated persons or entities) in which in excess of fifty percent (50%) of the Company’s then-outstanding voting power is transferred, excluding any consolidation or merger effected exclusively to change the domicile of the Company and excluding any such change of voting power resulting from a bona tide equity financing event or public offering of the stock of the Company.

Equity Compensation. (a) Subject During the Employment Term, the Executive will be eligible to approval participate in the Company’s MOP and any other incentive, equity-based and deferred compensation plans and programs or arrangements as may be determined by the Board or any successor programs or plans thereto or thereunder (collectively, the “Incentive Programs”), in each case, as may be in effect from time to time and as may be determined by the closing Board, on a basis no less favorable to the Executive than to other senior executives who participate in such Incentive Programs (other than with respect to the Chief Executive Officer of the Series C financingCompany or an executive’s commencement of employment with, or promotion within, the Company) generally. Subject to the Executive’s making the Investment in the Company shall grant to you an incentive stock option contemplated by Section 8 of this Agreement, the Committee will, as soon as practicable after the Executive makes such Investment (but in no event later than five business days thereafter), award 175,000 Option Rights (the “OptionInitial Grant”), which Initial Grant will be awarded in two (2) under tranches, will vest and otherwise be subject to the provisions set forth in the Executive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit C attached hereto; provided, that the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal stockholders shall approve an amendment to the fair market value at the time of Board approval, with 1/48th of the shares subject MOP as set forth in Exhibit C prior to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, earlier of a Change of Control (as defined belowin the MOP) occurs. In such eventor January 1, one hundred percent 2009, which the Blackstone Investor Group (100%as defined in the Stockholders Agreement) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full (“Blackstone”) represents it has sufficient votes to approve as of the date Effective Date and which Blackstone shall vote for (the “Amendment”). In the event the Amendment is not approved by June 30, 2009, the Initial Grant shall be void ab initio and of such no further force and effect. Failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or January 1, 2009 shall be a breach of this Section 4(c) and Exhibit C, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the Executive’s fulfillment of time and/or service requirements shall vest in full upon a “Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date ” (as such term is defined in the MOP in effect as of the Effective Date, plus any amendments to such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, definition after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you Effective Date which would result in a transaction not covered by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest Change of Control definition in effect as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Effective Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, constituting a “Change of Control” shall mean: (i) a merger or consolidation ”). Except as otherwise set forth in which (A) Section 8 hereof, Shares acquired on exercise of any stock option will be subject to the Company is a constituent party or (B) a subsidiary terms and conditions of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Stockholders’ Agreement. The Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is Executive acknowledge that they will agree to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of provide the Company of more than 50% by voting power of with the then-outstanding capital stock right to require the Executive and other executives of the Company to waive any person registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or entity additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if the Executive’s employment is terminated without Cause or group for Good Reason, then the Executive shall fully vest upon the date of affiliated persons or entitiestermination in any grant made under such IPO bonus plan.

Equity Compensation. (a) Subject to approval by the Board and the closing of the Series C financing, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after On the date hereof, the Company terminates your grants to the Executive a non-qualified option to purchase 100,000 shares of the Class A common stock of the Company pursuant to the Company's 2000 Stock Plan (the "Plan") at a per share exercise price equal to US$1.59 (the "Option"). The Option will become exercisable for 50,000 shares as of January 1, 2005, and for the remaining 50,000 shares as of January 1, 2006. In the event the Executive's employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, the Option and all other then-outstanding options to purchase the Company's class A common stock issued to the Executive (collectively, the "Options") will become fully exercisable as of the date of the Notice of Termination (as defined in paragraph 3.3 below) and will remain outstanding during the Leave of Absence Period (as defined in paragraph 3.1(a)), which will be an approved leave of absence for purposes of Paragraph 13(e) of the Plan. In the event of a Going Private Event, the Options will become fully exercisable immediately prior to and for purposes of the Going Private Event such that the Executive will be entitled to exercise his options and either participate in the Going Private Event or you voluntarily terminate your otherwise dispose of the acquired shares in connection with the Going Private Event. In the event of a Change in Control, in addition to any other rights the Executive may have under the Plan, the Options must either: (a) be assumed by an acquiring entity in accordance with Paragraph 24B(a) of the Plan, in which event the Options will become fully exercisable if the Executive's employment is terminated without Cause or the Executive terminates his employment for Good Reason Reason; (as defined below), then the options b) become fully exercisable for purposes of and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as prior to the portion termination of the applicable award that would have vested if your employment with Options pursuant to Paragraphs 24B(b) or (c) of the Company had continued for twelve Plan; or (12c) months following such terminationotherwise become fully exercisable immediately prior to the Change in Control. The period for exercising any options so accelerated shall Option will be as subject to all of the other terms and conditions, including terms relating to the termination of the Options, set forth in the applicable stock option planCompany's standard form of Notice of Grant of Stock Options and Option Agreement. To the extent necessary to make the terms of the Options consistent with the provisions of this Agreement, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), this Agreement constitutes an amendment to the extent then vested and exercisable, shall be six (6) monthsalready outstanding Options identified on Exhibit A hereto. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (ai) Subject On or as soon as reasonably practicable following the Effective Date, Executive will be granted 40,000 restricted shares of the Company’s common stock (the “Restricted Shares”), pursuant to approval by the Board terms of the Company’s 2015 Long-Term Incentive Plan (the “LTIP”) and a separate restricted stock agreement that will be entered into with Executive. The Restricted Shares shall vest in equal installments on the first four anniversaries of the Effective Date, subject to continued employment on the applicable vesting date and the closing terms of the Series C financingrestricted stock agreement, and shall not be subject to any performance-based or other conditions (except as set forth in the LTIP or the restricted stock agreement); provided, however, that if Executive’s employment terminates due to death, Disability, without Cause, or for Good Reason pursuant to Sections 3(a)(i), (ii), (iv) or (vi) prior to the fourth anniversary of the Effective Date, then the portion of the Restricted Shares scheduled to vest on the next regular anniversary vesting date shall vest and become non-forfeitable as of immediately prior to the Date of Termination (and any remaining unvested Restricted Shares shall be forfeited). Notwithstanding the foregoing or any other provision in this Agreement or the restricted stock agreement covering the Restricted Shares to the contrary: (x) upon a Change in Control (as defined in the LTIP) prior to full vesting of the Restricted Shares, the Company value of the unvested amount of the Restricted Shares shall grant be retained in Executive’s favor under comparable terms as Executive had prior to you such Change in Control (which retention may be in the form of stock, cash, or a combination thereof); and (y) if Executive’s employment terminates without Cause or for Good Reason pursuant to Section 3(a)(iv) or (vi), in either event within one year following the occurrence of a Change in Control, then 100% of the then unvested Restricted Shares (or the comparable equivalent as provided for in (x) above) shall accelerate and vest and become non-forfeitable as of immediately prior to the Date of Termination. For the avoidance of doubt, with respect to the Restricted Shares, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the restricted stock agreement covering such Restricted Shares, the terms of this Agreement shall control. (ii) In addition, on or as soon as reasonably practicable following the Effective Date, Executive will be granted an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of 200,000 shares of the Company’s common stock, pursuant to terms of the LTIP and a separate stock option agreement that will be entered into with Executive. The Option shall vest in equal installments on the first four anniversaries of the Effective Date, subject to continued employment on the applicable vesting date and the terms of the stock option agreement, and shall not be subject to any performance-based or other conditions (except as set forth in the LTIP or the stock option agreement); provided, however, that if Executive’s employment terminates due to death, Disability, without Cause, or for Good Reason pursuant to Sections 3(a)(i), (ii), (iv) or (vi) prior to the fourth anniversary of the Effective Date, then the portion of the Option scheduled to vest on the next regular anniversary vesting date shall vest and become exercisable as of immediately prior to the Date of Termination (and any remaining unvested portion of the Option shall be forfeited). Notwithstanding the foregoing or any other provision in this Agreement or the stock option agreement covering the Option to the contrary, if a Change in Control (as defined in the LTIP) occurs prior to full vesting of the Option and unvested stock options remain outstanding following, or are assumed by the acquiror in, such that your total equity ownershiptransaction, immediately and if Executive’s employment terminates without Cause or for Good Reason pursuant to Section 3(a)(iv) or (vi), in either event within one year following the grantoccurrence of a Change in Control, is equal to 1.4then 100% of the total number then unvested Option shall accelerate and vest and become exercisable as of shares immediately prior to the Date of Termination. For the avoidance of doubt, with respect to the Option, in the event of any conflict or inconsistency between the terms of this Agreement and the terms of the Company’s common stock on a fully diluted basisoption agreement covering such Option, at a price the terms of this Agreement shall control. The per share exercise price of the Option will be equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after on the date hereofof grant. (iii) In addition, subject during the Term, Executive will be eligible to your continuing employment participate in and may receive additional awards under any of the Company’s equity incentive award plans and programs as in effect from time to time, with any new equity incentive grants made in the sole discretion of the Board or Compensation Committee and with the expectation that Executive will receive an annual equity incentive grant under such equity incentive award plans or programs of the Company. You The grant date fair value of Executive’s annual equity incentive grant shall be initially targeted at 100% of his Annual Base Salary, it being understood that all equity incentive grants are made in the sole discretion of the Board or Compensation Committee and may vary year-to-year based on benchmarking, performance or other considerations as may be eligible to receive such future stock option grants as determined by the Board or Compensation Committee in its discretion. The grant date fair value of Executive’s first annual equity incentive grant shall deem appropriate. (b) All options be pro-rated based on the number of days between March 31, 2016 and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the grant date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) monthsequity incentive grant. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (a) Subject to approval by the Board and the closing of the Series C financing, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after On the date hereof, the Company terminates your grants to the Executive a non-qualified option to purchase 120,000 shares of the Class A common stock of the Company pursuant to the Company's 2000 Stock Plan (the "Plan") at a per share exercise price equal to US$1.59 (the "Option"). The Option will become exercisable for 60,000 shares as of January 1, 2005, and for the remaining 60,000 shares as of January 1, 2006. In the event the Executive's employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, the Option and all other then-outstanding options to purchase the Company's class A common stock issued to the Executive (collectively, the "Options") will become fully exercisable as of the date of the Notice of Termination (as defined in paragraph 3.3 below) and will remain outstanding during the Leave of Absence Period (as defined in paragraph 3.1(a)), which will be an approved leave of absence for purposes of Paragraph 13(e) of the Plan. In the event of a Going Private Event, the Options will become fully exercisable immediately prior to and for purposes of the Going Private Event such that the Executive will be entitled to exercise his options and either participate in the Going Private Event or you voluntarily terminate your otherwise dispose of the acquired shares in connection with the Going Private Event. In the event of a Change in Control, in addition to any other rights the Executive may have under the Plan, the Options must either: (a) be assumed by an acquiring entity in accordance with Paragraph 24B(a) of the Plan, in which event the Options will become fully exercisable if the Executive's employment is terminated without Cause or the Executive terminates his employment for Good Reason Reason; (as defined below), then the options b) become fully exercisable for purposes of and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as prior to the portion termination of the applicable award that would have vested if your employment with Options pursuant to Paragraphs 24B(b) or (c) of the Company had continued for twelve Plan; or (12c) months following such terminationotherwise become fully exercisable immediately prior to the Change in Control. The period for exercising any options so accelerated shall Option will be as subject to all of the other terms and conditions, including terms relating to the termination of the Options, set forth in the applicable stock option planCompany's standard form of Notice of Grant of Stock Options and Option Agreement. To the extent necessary to make the terms of the Options consistent with the provisions of this Agreement, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), this Agreement constitutes an amendment to the extent then vested and exercisable, shall be six (6) monthsalready outstanding Options identified on Exhibit A hereto. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (a1) Subject to approval by As soon as practicable following the Board and the closing of the Series C financingEffective Date, the Company Executive shall grant to you an incentive receive a stock option grant with respect to 85,000 shares of Company Stock (the “Option”) under pursuant to the Company’s 2009 Employee, Director and Consultant Equity 2019 Omnibus Incentive Compensation Plan (as amended the “Equity Plan”). The Option shall vest in equal annual installments over the 4-year period following the date of grant and will be subject to datethe terms and conditions established by the Board and the terms and conditions of the Equity Plan. (2) No later than each of February 1, 2020, February 1, 2021, and February 1, 2022 (each, a “Grant Date”), the Executive shall receive an annual grant of performance stock units pursuant to the Equity Plan (the “2009 PlanPSUs”) for with a target value of 28,333 PSUs in each of 2020 and 2021, and a target value of 28,334 PSUs in 2022. Each such grant shall be subject to the purchase terms and conditions established by the Board and the terms and conditions of the Equity Plan; provided that, such terms and conditions (i) shall not be inconsistent with the terms set forth in this Agreement and (ii) shall provide that the Executive’s withholding tax obligations in respect of payment of any PSUs be satisfied by withholding shares otherwise deliverable to the Executive pursuant to the applicable award, to the extent consistent with the Equity Plan. Vesting of the PSUs shall be subject to achievement of specified performance conditions measured over a one year performance period (the number of shares PSUs which are earned based on achievement of the Company’s common stock such that your applicable performance conditions shall hereafter be referred to as the “Achieved PSUs”) and continued employment as described in this Section 2(d)(2). Such specified performance conditions shall be determined by the Board in the first month of the fiscal year which the applicable Grant Date occurs, after good faith consultation with the Executive and shall be based on achievement of quantifiable metrics (which may include total equity ownership, shareholder return) and/or strategic objectives over the fiscal year in which the applicable Grant Date occurs. One-half of the Achieved PSUs shall become vested on December 31 of the fiscal year of performance. One-half of the Achieved PSUs shall become vested on December 31 of the fiscal year immediately following the grantfiscal year of performance. Except as otherwise provided in Section 6 and Section 7, in order to vest in the Achieved PSUs, the Executive must be actively employed by the Company on the applicable vesting date. Any vested Achieved PSUs shall be settled and paid in the fiscal year immediately following the applicable vesting date, no later than March 15 of such fiscal year. Notwithstanding any provision herein, in the event that the Executive’s employment is equal to 1.4% terminated for Cause, any unpaid PSUs (whether or not vested) shall be cancelled for no consideration. For the avoidance of doubt, the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may Executive shall not be eligible to receive such future stock option grants as the Board shall deem appropriatean annual grant of PSUs upon or following his employment termination date. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entities.

Equity Compensation. (ai) Subject During the Term, pursuant to approval by the Board terms and the closing conditions of the Series C financingLifeCell Corporation Equity Compensation Plan adopted on July 19, the Company shall grant to you an incentive stock option 2005 (the “Option2005 Plan”) under or any successor equity compensation plan as may be in place from time to time, Employee shall be eligible to receive, from time to time, Awards in amounts, and subject to such terms, conditions and restrictions, as determined by the Company’s 2009 Compensation Committee in its sole discretion. Awards granted to Employee, Director if any, will be subject the terms and Consultant Equity Incentive conditions established within the 2005 Plan (as amended from time to datetime) or any successor equity compensation plan as may be in place from time to time, as applicable, and the “2009 Plan”) for separate option agreement, restricted stock purchase agreement or stock award agreement between Employer and Employee that sets forth the purchase of that number of shares terms and conditions of the Company’s common stock Award (e.g., exercise price, expiration date and vesting schedule of Options; the restricted period and/or other restrictions such that your total equity ownership, immediately following as performance objectives relating to Stock Awards). Capitalized terms used in this Section 3.01(C)(i) and not otherwise defined in this Agreement shall have the grant, is equal to 1.4% of meanings assigned thereto in the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate2005 Plan. (ii) Notwithstanding any provision of the (a) 2005 Plan or any predecessor plan thereto, including clause (iii) of Section 16(b) of the 2005 Plan, (b) All options and shares terms of any outstanding Nonstatutory Stock Options granted to youEmployee prior to the Commencement Date under the 2005 Plan or any predecessor plan thereof, at or (c) terms of any timeOptions (whether Nonstatutory Stock Options or Incentive Stock Options) that may be granted to Employee under the 2005 Plan on or subsequent to the Commencement Date to the contrary, that vest based solely Nonstatutory Stock Options granted to Employee under the 2005 Plan or any predecessor plan prior to the Commencement Date and Options (whether Nonstatutory Stock Options or Incentive Stock Options) granted to Employee under the 2005 Plan on your continued service or subsequent to the Commencement Date shall not be canceled pursuant to the 2005 Plan in connection with a Corporate Transaction Event, unless Employee has been provided an opportunity to exercise such Options (whether or not then exercisable) for a period of no less than three days prior to the Company will immediately vest ifdate of such Corporate Transaction Event. For purposes of this Section 3.01(C)(ii), during your employmentcapitalized terms used in the preceding sentence and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan. (iii) Except as otherwise may be specifically set forth in a separate option agreement, restricted stock purchase agreement or stock award agreement entered into between Employer and Employee after the Commencement Date, upon the occurrence of a Change of in Control (as defined in Section 4.02(D)(ii) below) occurs. In such eventduring the Term, one hundred percent (100%) of the all stock options that vest and any other equity-based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, compensation shall become vested and immediately and, if applicable, exercisable in full as by Employee for a period of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion longer of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The exercise period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding effect immediately prior to such merger the Change in Control or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power the period ending ninety (90) days after the effective date of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, Change in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesControl.

Equity Compensation. (a) Subject Executive will be entitled to approval by the Board and the closing of the Series C financingparticipate in Holdings’ 2004 Stock Option Plan, the Company shall grant as amended from time to you an incentive stock option time (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership), immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after terms and conditions of the date hereofPlan and any related option agreement contemplated by the Plan. The Board (or a committee thereof) may, subject from time to your continuing employment with time and upon the Companyterms and conditions adopted thereby, recommend that Executive be granted stock options under the Plan. You may Except as provided in Section 1.3(b), the granting of any such options will be eligible to receive such future stock option grants as at the sole discretion of the Board shall deem appropriate(or a committee thereof) and the Company will have no obligation to grant any such options. (b) All As of the Effective Date, Employee will be granted options (“Options”) under the Plan to purchase shares of common stock, par value $.01 per share (“Common Stock”), of Holdings, representing 2.5% of the sum of (i) the aggregate number of shares of Common Stock outstanding on the Effective Date and (ii) the number of shares of Common Stock to be reserved for issuance on the Effective Date under the Company’s stock option plan. The Options will be granted pursuant to youand be governed by an option agreement and the Plan and will have the following terms in addition to those contained in such option agreement: (i) 20% of the Options will vest and become exercisable on the first Anniversary and the second Anniversary, and 5.0% of the Options will vest and become exercisable on the 17th day of each third calendar month after the Second Anniversary. Notwithstanding the foregoing, in the event of Executive’s Involuntary Termination before the second Anniversary, those Options that would have become vested as provided above on the second Anniversary, to the extent not already vested as provided above, will become immediately vested as of the date of such Involuntary Termination; (ii) the Options will have an exercise price of $82.60 per share of Common Stock; (iii) in the event of any resignation by Executive or in the event of any termination of Executive’s employment hereunder, the Options that are vested on the date of such resignation or termination must be exercised (if at any timeall) within 30 days after the date of such resignation or termination; provided, however, that vest based solely on your continued service with in the Company will immediately vest ifevent of Executive’s death or Involuntary Termination, during your employment, such vested Options must be exercised (if at all) within 120 days after death or such Involuntary Termination; (iv) in the event of a Change of Control (as defined below) occurs. In such eventin Control, one hundred percent (100%) of the options Options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable as provided above before such Change in full Control will become immediately vested as of the date of such Change of in Control. The period for exercising such options shall be as set forth in Notwithstanding the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereofforegoing, the Company terminates your employment without Cause initial public offering of the Company’s capital stock under the Securities Act of 1933, as amended, will not constitute a Change in Control, unless such initial public offering results in Affiliates of ▇▇▇▇▇▇▇▇▇▇▇ & Co., LP or of Highfields Capital Management LP collectively (as defined belowA) owning, directly or you voluntarily terminate your employment for Good Reason (as defined below)indirectly, then less than a majority of the options and shares granted to you total voting power represented by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent ’s then vested outstanding Voting Securities and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) ceasing to have the power through contract or otherwise to elect or appoint a subsidiary majority of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary members of the Company Board; (v) as a condition to exercising any Options that are or become vested as provided above (other than as a result of a Change in Control), Executive will become a party to and be bound by that certain Stockholders Agreement dated as of June 17, 2004 (the “Stockholders Agreement”), among Holdings, U.S. Equity Partners II, LP, U.S. Equity Partners II (U.S. Parallel), LP, U.S. Equity Partners (Offshore) II, LP, Highfields Capital I LP, Highfields Capital II LP and Highfields Capital Ltd.; (vi) upon termination of Executive’s employment hereunder for any reason, all of Executive’s Options which the beneficial owners are not then vested (and do not vest as a result of such termination) will be forfeited and deemed canceled; and (vii) the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except Common Stock issuable in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders exercise of the Company Option will be subject to the Company’s Repurchase Right as provided in the Plan and the option agreement relating to the grant of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesOptions.

Equity Compensation. (a) Subject Notwithstanding any provision to approval the contrary in any applicable plan, program or agreement, or any contrary provision in this Agreement in the event that either or both of the following occur: a Change in Control in which the Executive’s employment is terminated on account of an Involuntary Termination Associated with a Change in Control; or a Change in Control occurs, but the acquirer or successor fails to provide the Executive with equity compensation rights substantially comparable in value to the Executive’s unvested equity compensation rights immediately prior to the Change in Control; then all stock options, Restricted Stock and other equity rights held by the Board and the closing of the Series C financingExecutive will become fully vested and/or exercisable, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to youcase may be, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Executive’s Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where as of the date of the Change in Control in the case of clause (ii), and all stock options held by the Executive shall remain exercisable, notwithstanding anything in any other agreement governing such saleoptions, leasefor the longer of (i) a period of twenty-four (24) months after the Executive’s Termination Date, transferor (ii) the period set forth in the award agreement covering the option (collectively, exclusive license or other disposition is to a wholly owned Company subsidiarythe “Change in Control Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original term or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (if such date is earlier than the Change in Control Option Expiration Date). For purposes of clause (ii) above, equity compensation provided by the acquiror or successor shall be deemed substantially comparable to the Executive’s unvested equity compensation rights immediately prior to the Change in Control only if (A) such unvested equity compensation rights are assumed by the acquiror or successor on the same basis (including the same exchange ratio) as is provided to non-employee holders of such equity or, if none, on a basis substantially identical to such basis or (iiiB) the sale or transfer, in a single transaction or series of related transactions, such unvested equity compensation rights are replaced by equity compensation rights granted by the stockholders of acquiror or successor which rights are materially identical in value to (employing the same equity valuation methodology as the Company of more than 50% employed for financial accounting purposes immediately prior to the Change in Control) and are subject to the same vesting schedule as was applicable to the unvested equity compensation rights held by voting power of the then-outstanding capital stock of Executive immediately prior to the Company to any person or entity or group of affiliated persons or entitiesChange in Control.

Equity Compensation. (ai) Subject During the Term, pursuant to approval by the Board terms and the closing conditions of the Series C financingLifeCell Corporation Equity Compensation Plan adopted on July 19, the Company shall grant to you an incentive stock option 2005 (the “Option2005 Plan”) under or any successor equity compensation plan as may be in place from time to time, Employee shall be eligible to receive, from time to time, Awards in amounts, and subject to such terms, conditions and restrictions, as determined by the Company’s 2009 Compensation Committee in its sole discretion. Awards granted to Employee, Director if any, will be subject the terms and Consultant Equity Incentive conditions established within the 2005 Plan (as amended from time to datetime) or any successor equity compensation plan as may be in place from time to time, as applicable, and the “2009 Plan”) for separate option agreement, restricted stock purchase agreement or stock award agreement between Employer and Employee that sets forth the purchase of that number of shares terms and conditions of the Company’s common stock Award (e.g., exercise price, expiration date and vesting schedule of Options; the restricted period and/or other restrictions such that your total equity ownership, immediately following as performance objectives relating to Stock Awards). Capitalized terms used in this Section 3.01(C)(i) and not otherwise defined in this Agreement shall have the grant, is equal to 1.4% of meanings assigned thereto in the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate2005 Plan. (ii) Notwithstanding any provision of the (a) 2005 Plan or any predecessor plan thereto, including clause (iii) of Section 16(b) of the 2005 Plan, (b) All options and shares terms of any outstanding Nonstatutory Stock Options granted to youEmployee prior to the Commencement Date under the 2005 Plan or any predecessor plan thereof, at or (c) terms of any timeOptions (whether Nonstatutory Stock Options or Incentive Stock Options) that may be granted to Employee under the 2005 Plan on or subsequent to the Commencement Date to the contrary, that vest based solely Nonstatutory Stock Options granted to Employee under the 2005 Plan or any predecessor plan prior to the Commencement Date and Options (whether Nonstatutory Stock Options or Incentive Stock Options) granted to Employee under the 2005 Plan on your continued service or subsequent to the Commencement Date shall not be canceled pursuant to the 2005 Plan in connection with a Corporate Transaction Event, unless Employee has been provided an opportunity to exercise such Options (whether or not then exercisable) for a period of no less than three days prior to the Company will immediately vest ifdate of such Corporate Transaction Event. For purposes of this Section 3.01(C)(ii), during your employmentcapitalized terms used in the preceding sentence and not otherwise defined in this Agreement shall have the meanings assigned thereto in the 2005 Plan. (iii) Except as otherwise may be specifically set forth in a separate option agreement, restricted stock purchase agreement or stock award agreement entered into between Employer and Employee after the Commencement Date, upon the occurrence of a Change of in Control (as defined in Section 4.02(D)(iv) below) occurs. In such eventduring the Term, one hundred percent (100%) of the all stock options that vest and any other equity-based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, compensation shall become vested immediately and, if applicable, exercisable by Employee for a period of the longer of the exercise period in effect immediately prior to the Change in Control or the period ending ninety (90) days after the effective date of the Change in Control. Notwithstanding the foregoing, with respect to the restricted stock award consisting of a retention stock award and exercisable in full a performance stock award granted to Employee pursuant to the restricted stock award agreement between Employer and Employee dated as of July 20, 2005 (the date of such Change of Control. The period for exercising such options shall be as set forth “Special 2005 Restricted Stock Award Agreement”), in the applicable stock option plan, certificate event of a Change in Control on or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), prior to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereofVesting Date, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted restrictions applicable to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion all of the Retention Shares and the restrictions applicable award that would have vested if your employment with to only 75,862 of the Company had continued for twelve (12) months following such terminationPerformance Shares shall lapse. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of the preceding sentence only, capitalized terms that are otherwise not defined in this letter agreement, a “Change of Control” Agreement shall mean: (i) a merger or consolidation in which (A) have the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except meanings assigned thereto in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesSpecial 2005 Restricted Stock Award Agreement.

Equity Compensation. (ai) Subject During the Term, subject to approval by the Board terms and conditions established within the closing of the Series C financing, the Company shall grant Company’s 2014 Equity Incentive Plan or any successor equity compensation plan as may be in place from time to you an incentive stock option time (the “OptionPlan”) under and separate Award Agreements (as defined in the Plan), the Executive also shall be eligible to receive from time to time Stock Options, Stock Appreciation Rights, Restricted Stock, Stock Units, Performance Shares, Performance Units, Incentive Bonus Awards, Other Cash-Based Awards and/or Other Stock-Based Awards (as such capitalized terms are defined in the Plan), in amounts, if any, to be approved by the Compensation Committee in its discretion. (ii) Notwithstanding anything set forth in the Plan or the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at contrary: (A) in the time event of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (bx) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of in Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option planPlan), certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following (y) a Termination Date Change in Control (a “2009 Change in Control”) or Corporate Transaction (as such term is terms are defined in such stock option agreement)the 2009 Plan) during the Term, all Stock Options that the Executive may have under the Plan shall vest and become exercisable, to the extent then not already vested and exercisable, shall be six upon the occurrence of the Change in Control, and all Incentive Stock Options or Nonstatutory Stock Options that the Executive may have under (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (and as defined belowin) or you voluntarily terminate your employment for Good Reason (as defined below), then the options 2009 Plan shall vest and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement)become exercisable, to the extent then not already vested and exercisable, shall be six upon the occurrence of the Corporate Transaction or the 2009 Change in Control (6) months. (d) For purposes of this letter agreementall such options held by the Executive under the Plan or the 2009 Plan, a the “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or Options”); and (B) a subsidiary all of the Company is a constituent party, Options that the Executive may have (including those that vest and the Company issues shares of its capital stock become exercisable pursuant to such merger or consolidation, except in the case of either clause (A) or of this sentence) shall remain exercisable (Bto the extent not already exercised) any such merger or consolidation involving for a period of three (3) years, measured from the Company or a subsidiary date of the Company Change in which Control, 2009 Change in Control, and/or Corporate Transaction, as applicable, or, if later, the beneficial owners Termination Date (but, in no event shall any Option remain exercisable beyond the expiration of the shares of capital stock term of the Company outstanding immediately prior Option); provided, however, that in the event stock options under the Plan and/or the 2009 Plan are cancelled or otherwise terminated pursuant to such merger the Plan or consolidation continue beneficially to ownthe 2009 Plan, immediately following such merger or consolidationas applicable, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with such Change in Control or Corporate Transaction, Executive’s Options may be cancelled or otherwise terminated, as applicable, on terms no less favorable than those provided to other similarly situated option holders. This Section 3.1(c)(ii) shall be deemed an amendment to each Award Agreement or Stock Award Agreement (as defined in the 2009 Plan) entered into by the Executive evidencing a merger grant of Options, whether entered into prior to the Effective Date or consolidation not constituting a Change of Control under clause during the Term (i) or where such sale, lease, transfer, exclusive license or other disposition is to a wholly owned Company subsidiary); or (iii) the sale or transferbut, in a single transaction no event shall this Section 3(c)(ii) be deemed an amendment to any Award Agreement or series of related transactions, by the stockholders Stock Award Agreement entered into after expiration of the Company of more than 50% by voting power of the then-outstanding capital stock of the Company to any person or entity or group of affiliated persons or entitiesTerm).

Equity Compensation. Notwithstanding any provision to the contrary in any applicable plan, program or agreement, or any contrary provision in this Agreement in the event that either or both of the following occur: (ai) Subject a Change in Control in which the Executive’s employment is terminated on account of an Involuntary Termination Associated with a Change in Control; or (ii) a Change in Control occurs, but the acquirer or successor fails to approval provide the Executive with equity compensation rights substantially comparable in value to the Executive’s unvested equity compensation rights immediately prior to the Change in Control; then all stock options, Restricted Stock and other equity rights held by the Board and the closing of the Series C financingExecutive will become fully vested and/or exercisable, the Company shall grant to you an incentive stock option (the “Option”) under the Company’s 2009 Employee, Director and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to youcase may be, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Executive’s Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, a “Change of Control” shall mean: (i) a merger or consolidation in which (A) the Company is a constituent party or (B) a subsidiary of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where as of the date of the Change in Control in the case of clause (ii), and all stock options held by the Executive shall remain exercisable, notwithstanding anything in any other agreement governing such saleoptions, leasefor the longer of (i) a period of twenty-four (24) months after the Executive’s Termination Date, transferor (ii) the period set forth in the award agreement covering the option (collectively, exclusive license the “Change in Control Option Expiration Date”); provided, however, that in no event will the option be exercisable beyond its original term or, if not addressed in the grant agreement, then not later than the latest date that will avoid adverse tax consequences to the Executive (if such date is earlier than the Change in Control Option Expiration Date). For purposes of clause (ii) above, equity compensation provided by the acquiror or other disposition successor shall be deemed substantially comparable to the Executive’s unvested equity compensation rights immediately prior to the Change in Control only if (A) such unvested equity compensation rights are assumed by the acquiror or successor on the same basis (including the same exchange ratio) as is provided to non-employee holders of such equity or, if none, on a wholly owned Company subsidiary)basis substantially identical to such basis; or (iiiB) the sale or transfer, in a single transaction or series of related transactions, such unvested equity compensation rights are replaced by equity compensation rights granted by the stockholders of acquiror or successor which rights are materially identical in value to (employing the same equity valuation methodology as the Company of more than 50% employed for financial accounting purposes immediately prior to the Change in Control) and are subject to the same vesting schedule as was applicable to the unvested equity compensation rights held by voting power of the then-outstanding capital stock of Executive immediately prior to the Company to any person or entity or group of affiliated persons or entitiesChange in Control.

Equity Compensation. During the Employment Term, the Executive shall be entitled to participate in the Company’s MOP and Bonus Programs and any other incentive, equity-based and deferred compensation plans and programs or arrangements or any successor programs or plans thereto or thereunder (a) collectively, the “Incentive Programs”), in each case, as may be in effect from time to time and as may be determined by the Board. Subject to approval the Executive’s making the Investment in the Company contemplated by the Board and the closing Section 8 of the Series C financingthis Agreement, the Company shall grant to you an incentive stock option Committee will, as soon as practicable after Executive makes such Investment (but in no event later than five business days thereafter), award Option Rights (the “OptionInitial Grant”) under consistent with the Company’s 2009 Employeeprovisions of Exhibit A, Director which Initial Grant will be awarded in four (4) tranches and Consultant Equity Incentive Plan (as amended to date, the “2009 Plan”) for the purchase of that number of shares of the Company’s common stock such that your total equity ownership, immediately following the grant, is equal to 1.4% of the total number of shares of the Company’s common stock on a fully diluted basis, at a price per share equal to the fair market value at the time of Board approval, with 1/48th of the shares will vest and otherwise be subject to the Option vesting each month after the date hereof, subject to your continuing employment with the Company. You may be eligible to receive such future stock option grants as the Board shall deem appropriate. (b) All options and shares granted to you, at any time, that vest based solely on your continued service with the Company will immediately vest if, during your employment, a Change of Control (as defined below) occurs. In such event, one hundred percent (100%) of the options that vest based solely on your continued service with the Company and are not then vested, and which have not been exercised, cancelled or forfeited, shall become vested and exercisable in full as of the date of such Change of Control. The period for exercising such options shall be as provisions set forth in the applicable stock option plan, certificate or agreementExecutive’s Non-Qualified Stock Option Agreement to be entered into in the form of Exhibit A attached hereto; provided, that the stock option agreement Company’s stockholders shall approve an amendment to the MOP as set forth in Exhibit A prior to the earlier of a Change of Control or January 1, 2009, which documents your Option the Blackstone Investor Group (as defined in the Stockholders Agreement) (“Blackstone”) represents it has sufficient votes to approve as of the Effective Date and which Blackstone shall provide vote for (the “Amendment”). In the event the Amendment is not approved by June 30, 2009, the Initial Grant shall be void ab initio and of no further force and effect. Failure to obtain stockholder approval for the Amendment by the earlier of a Change of Control or January 1, 2009 shall be a breach of this Section 4(c) and Exhibit A, entitling the Executive to terminate his employment for Good Reason. In all events, any equity award (or portion thereof) granted to the Executive that vests solely upon the period for exercising your Option following Executive’s fulfillment of time and/or service requirements shall vest in full upon a Termination Date “Change of Control” (as such term is defined in the MOP in effect as of the Effective Date, plus any amendments to such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (c) If, definition after the date hereof, the Company terminates your employment without Cause (as defined below) or you voluntarily terminate your employment for Good Reason (as defined below), then the options and shares granted to you Effective Date which would result in a transaction not covered by the Company, at any time, that vest based solely on your continued service with the Company will immediately vest Change of Control definition in effect as to the portion of the applicable award that would have vested if your employment with the Company had continued for twelve (12) months following such termination. The period for exercising any options so accelerated shall be as set forth in the applicable stock option plan, certificate or agreement; provided, that the stock option agreement which documents your Option shall provide that the period for exercising your Option following a Termination Effective Date (as such term is defined in such stock option agreement), to the extent then vested and exercisable, shall be six (6) months. (d) For purposes of this letter agreement, constituting a “Change of Control” shall mean: (i) a merger or consolidation ”). Except as otherwise set forth in which (A) Section 8 hereof, Shares acquired on exercise of any stock option will be subject to the Company is a constituent party or (B) a subsidiary terms and conditions of the Company is a constituent party, and the Company issues shares of its capital stock pursuant to such merger or consolidation, except in the case of either clause (A) or (B) any such merger or consolidation involving the Company or a subsidiary of the Company in which the beneficial owners of the shares of capital stock of the Company outstanding immediately prior to such merger or consolidation continue beneficially to own, immediately following such merger or consolidation, at least a majority by voting power of the capital stock of (x) the surviving or resulting corporation or (y) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation; (ii) the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Company or a Company subsidiary of all or substantially all the assets of the Stockholders Agreement. The Company and the Company subsidiaries taken as a whole (except in connection with a merger or consolidation not constituting a Change of Control under clause (i) or where such sale, lease, transfer, exclusive license or other disposition is Executive acknowledge that they will agree to a wholly owned Company subsidiary); or (iii) the sale or transfer, in a single transaction or series of related transactions, by the stockholders of provide the Company of more than 50% by voting power of with the then-outstanding capital stock right to require the Executive and other executives of the Company to waive any person registration rights with regard to such shares upon an IPO, in which case the Company will implement an IPO bonus plan in cash, stock or entity additional options to compensate for the Executive’s and the other executives’ loss of liquidity; provided that if the Executive’s employment is terminated without Cause or group for Good Reason, then the Executive shall fully vest upon the date of affiliated persons or entitiestermination in any grant made under such IPO bonus plan.