Common use of Equity Compensation Clause in Contracts

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% of the Shares upon the Company’s securing at least $2.5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% of the Shares upon the Company’s securing at least $2.5 5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1. (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 10 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 2. For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 57.5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 6070% of the Shares upon the a successful reverse merger with a publicly listed SEC reporting entity or Company’s securing at least $2.5 5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1. (b) The right of repurchase will lapse with respect to 4020% of the Shares upon the Company’s securing at least $5 10 million in available cashcash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 2. (c) The right of repurchase will lapse with respect to 10% of the Shares upon the Company’s securing at least $15 million in available cash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 3”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 3. For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 6 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% of the Shares upon the Company’s securing at least $2.5 5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 10 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 10 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% of the Shares upon a successful reverse merger with a publicly listed SEC reporting entity or the Company’s securing at least $2.5 10 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 4020% of the Shares upon the Company’s securing at least $5 20 million in available cashcash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 2 (c) The right of repurchase will lapse with respect to 20% of the Shares upon the Company’s securing at least $30 million in available cash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 3”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 3 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 30 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 6070% of the Shares upon the a successful reverse merger with a publicly listed SEC reporting entity or Company’s securing at least $2.5 5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 4020% of the Shares upon the Company’s securing at least $5 10 million in available cashcash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 2 (c) The right of repurchase will lapse with respect to 10% of the Shares upon the Company’s securing at least $20 million in available cash (inclusive of any amounts already attributed to Milestone 2), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 3”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 3 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 20 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In Subject to approval by the Board of Directors of the Company (the “Board”), and as consideration of providing for the Services, the Company will issue grant Advisor an option to purchase 150,000 shares of common stock of the Company, par value $0.001 per share (the “Common Stock”), under the Company’s 2019 Equity Incentive Plan, at a per share purchase price equal to the Consultant fair market value of a share of Common Stock as determined by the Board on the date of such grant. The option will vest as follows: half of the shares will vest on the first anniversary of Effective Date, and following that, 1/24th of the shares will vest on a monthly basis thereafter, subject to Consultant’s continued full-time employment on the relevant vesting dates. For the purposes of clarity, no shares will vest prior to Consultant’s commencement of employment with the Company and no rights to any vesting will be earned or accrued during the Services under this Agreement. Further, the board of directors of the Company shall accelerate the vesting of all of the then-unvested shares upon the consummation of a Sale Event; provided, however, that any and all acceleration and vesting of the Shares in connection with a Sale Event is conditioned upon Consultant’s continuing Service from the date hereof through the date of such Sale Event. A “Sale Event” means (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s common outstanding voting power immediately prior to such transaction do not own a majority of the outstanding voting power of the surviving or resulting entity (or its ultimate parent, if applicable), (iii) the acquisition of all or a majority of the outstanding voting stock of the Company in a single transaction or a series of related transactions by a person or entity or group of persons and/or entities, or (iv) any other acquisition of the “Shares”) representing 5% business of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable as determined by the Consultant in cash. The Shares will be subject to a right board of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8directors; provided, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% of the Shares upon however, that the Company’s securing at least $2.5 million in available cashInitial Public Offering, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof any subsequent public offering or any other source (“Milestone 1”)capital raising event, provided that the Consultant’s provision of Services hereunder has materially contributed public or private, or a merger effected solely to change the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, domicile shall not constitute a combination thereof or any other source (“Milestone 2Sale Event.”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 57.5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 6080% of the Shares upon the Company’s securing at least $2.5 5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 4010% of the Shares upon the Company’s securing at least $5 10 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 (c) The right of repurchase will lapse with respect to 10% of the Shares upon the Company’s securing at least $15 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 3”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 15 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% of the Shares upon the Company’s securing at least $2.5 10 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1. (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 20 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2Milestone2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 2. For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 20 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 57.5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 6070% of the Shares upon the a successful reverse merger with a publicly listed SEC reporting entity or Company’s securing at least $2.5 5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 4020% of the Shares upon the Company’s securing at least $5 10 million in available cashcash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 2 (c) The right of repurchase will lapse with respect to 10% of the Shares upon the Company’s securing at least $15 million in available cash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 3”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 3 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 6 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 6050% of the Shares upon the Company’s securing at least $2.5 15 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1. (b) The right of repurchase will lapse with respect to 4050% of the Shares upon the Company’s securing at least $5 30 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2Milestone2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 2. For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 30 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. a) In consideration of providing your participation as a member of the ServicesBoard during the aforementioned period, the Company will issue hereby grants to you on the Consultant date hereof (the “Grant Date”) 50,000 restricted stock units (the “Restricted Stock Units”) with respect to shares of the Company’s common stock stock, par value $0.0001 per share (“Common Stock”). b) The Restricted Stock Units are immediately and fully vested on the Grant Date. c) Upon the earlier of (i) the date of a transaction that constitutes with respect to the Company a “change in control event” within the meaning of Section 409A of the Internal Revenue Code or 1986, as amended, and the regulations and guidance promulgated thereunder (collectively “Code Section 409A”) and (ii) October 28, 2013 (the applicable date, the “SharesSettlement Date”), you will receive one share of Common Stock for each Restricted Stock Unit. d) representing 5% Any cash dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your behalf as if the shares of Common Stock had been issued, provided that such cash dividends shall not be deemed to be reinvested in shares of Common Stock and will be held uninvested and without interest and shall be paid to you in cash on the Settlement Date. Any stock dividends paid with respect to the shares of Common Stock covered by the Restricted Stock Units prior to the Settlement Date shall be credited to a dividend book entry account on your behalf as if shares of Common Stock had been issued, provided that you shall not be entitled to receive such dividend until, and such dividends shall be paid to you, on the Settlement Date. e) You acknowledge that you shall have no rights as a stockholder of the Company with respect to any shares of Common Stock covered by the Restricted Stock Units until you become the holder of record of the shares on the Settlement Date, and no adjustments shall be made for dividends in cash or other property, distributions or other rights in respect of any such shares of Common Stock made or arising prior to the Settlement Date, except as otherwise specifically provided for in this Letter Agreement. f) You acknowledge and agree that no later than the Settlement Date you shall pay, or make arrangements to pay or otherwise satisfy, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state, and local taxes that the Company is required to withhold with respect to the settlement of the Restricted Stock Units. g) This grant of Restricted Stock Units shall not affect in any way the right or power of the Board or stockholders of the Company to make or authorize an adjustment, recapitalization or other change in the capital structure or the business of the Company, any merger or consolidation of the Company or its subsidiaries, any issue of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, the dissolution or liquidation of the Company, any sale or transfer of all or part of its assets or business or any other corporate act or proceeding. In the event of any such change in the capital structure or business of the Company by reason of any stock split, reverse stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, consolidation, spin-off, reorganization, partial or complete liquidation, issuance of rights or warrants to purchase any Common Stock or securities convertible into Common Stock, any sale or transfer of all or part of the Company’s total “fully-diluted” capitalizationassets or business, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% of the Shares upon the Company’s securing at least $2.5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed corporate transaction or event having an effect similar to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 40% any of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision foregoing and effected without receipt of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to consideration by the Company, then the Board shall make such adjustments to the Restricted Stock Units consistent with such change in such manner as the Board deems equitable to prevent substantial dilution or enlargement of your rights under the Restricted Stock Units. Any such adjustment determined by the Board shall be final, binding and should conclusive on the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limitand you and your heirs, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contraryexecutors, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestonesadministrators, a merger, acquisition or other change of control of the Companysuccessors and assigns.

Equity Compensation. In consideration At the close of providing the Servicesfirst full trading day after announcement of this Agreement, the Company will issue to the Consultant Executive shall receive an equity grant of incentive stock options (“ISOs”), nonqualified stock options (“NQSOs”) and stock appreciation rights (“SARs” or “Cash SARs”) covering one million shares of the Company’s common stock (the “SharesCommon Stock”) representing 5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (ai) The right ISOs: incentive stock options covering 200,000 shares of repurchase will lapse with respect Common Stock to 60% of the Shares upon be awarded under the Company’s securing at least $2.5 million Equity Incentive Plan and having the terms set forth herein and in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source Attachment 1 hereto; (“Milestone 1”), provided that the Consultant’s provision ii) NQOs: nonqualified stock options covering 200,000 shares of Services hereunder has materially contributed Common Stock to be awarded outside the Company’s achievement of Milestone 1Equity Incentive Plan and having the terms set forth herein and in Attachment 2 hereto; and (biii) The right Cash SARs: stock appreciation rights covering 600,000 shares of repurchase will lapse with respect Common Stock exercisable for cash to 40% of the Shares upon be awarded under the Company’s securing at least $5 million Equity Incentive Plan and having the terms set forth herein and in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source Attachment 3 hereto. Notwithstanding anything to the contrary contained herein (“Milestone 2”and upon stockholder approval as provided below), provided that the Consultant’s provision of Services hereunder has materially contributed to Company will replace the Cash SARs with non-qualified stock options for 600,000 shares under the Company’s achievement Equity Incentive Plan at the same exercise price per share and upon substantially the same other terms and conditions as the Cash SARs being replaced, in which event all references in this Agreement to the Cash SARs or SARs will thereafter be deemed to refer to the replacement options (“Replacement Options”). It is understood and acknowledged by the Parties that, as a condition of Milestone 2 issuing the Replacement Options, the Replacement Options must be approved by the Company’s stockholders. The Company shall use its reasonable best efforts to have the Replacement Options approved at the next annual meeting of the Company’s stockholders. For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has Replacement Options are not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to so approved by the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit’s stockholders, then the compensation of Shares to Replacement Options will not be awarded and the Consultant Cash SARs will continue in full force and effect. The ISOs and Replacement Options will be prorated accordingly. Notwithstanding anything above to the contrary, covered by the Company’s right registration statement on Form S-8 for the Company’s Equity Incentive Plan. The Company will cause the NQOs to be registered at the Company’s expense on a Form S-8 within thirty days of repurchase the Commencement Date. The Company shall keep the registration statements effective until all the Executive’s shares of Common Stock covered thereby are sold, or may be sold without restriction pursuant to Rule 144 under the Securities Act of 1933, as amended (the “Act”). Consistent with respect the foregoing, the Executive recognizes that the exercise of the NQOs (and the disposition of the underlying shares of Company Common Stock) are not currently registered under an effective registration statement under the Act. The Executive agrees not to exercise the NQOs unless such exercise is covered by an effective registration on Form S-8 under the Act, unless the Executive provides an investment representation to the Company that he is acquiring the shares to be received upon such exercise for his own account and not with a view to distribution or the issuance of Common Stock by the Company upon such exercise is not otherwise prohibited under the Act. The Executive recognizes that the disposition of the shares of Common Stock underlying the ISOs, NQOs and Replacement Options by affiliates will not be covered by an effective registration statement under the Act. In the event that the Executive receives shares of Common Stock upon exercise of the ISOs, NQOs or Replacement Options and the disposition of each share is not covered by an effective registration statement under the Act, or is not otherwise exempt from such registration, the shares shall be restricted against transfer to the extent required by the Act and Rule 144 thereunder. The certificates evidencing any Shares will lapse in its entirety upon completion of all milestonessuch shares may have a statement placed thereon to reflect their status as restricted securities. Notwithstanding the foregoing, nothing contained within this paragraph shall be deemed or construed to be a merger, acquisition waiver or other change of control release of the Company’s obligations hereunder (including specifically those contained in Section 3(C)(iii) above, which shall remain in effect and absolute. The ISOs, NQOs and Cash SARs shall become exercisable and vested as set forth below and shall expire on the tenth anniversary of the date of grant subject to earlier expiration as set forth in this Agreement. The ISOs shall become exercisable and vested as follows subject to earlier termination as set forth in this Agreement: Date of Grant - 50,000 shares First anniversary of Date of Grant - 50,000 shares Second Anniversary of Date of Grant - 50,000 shares Third Anniversary of Date of Grant - 50,000 shares The NQOs shall become exercisable and vested as follows subject to earlier termination as set forth in this Agreement: Date of Grant - 200,000 shares The 600,000 Cash SARs shall become vested and exercisable as follows subject to earlier termination as set forth in this Agreement: 24 Consecutive Monthly Installments starting on the last day of the calendar month in which the Date of Grant occurs and, thereafter - 15,625 shares Per Month 24 Consecutive Monthly Installments starting on the last day of the calendar month in which the second anniversary of the Date of Grant occurs - 9,375 shares Per Month The exercise price of the ISOs, NQOs and SARs shall be the closing price of the Common Stock on the New York Stock Exchange on the date of grant.

Equity Compensation. In consideration addition, subject to the determination by the Board of providing the Servicesfinal number of Shares underlying the Option as set forth below and Section 3(j), you will be granted a non-transferrable option to purchase shares of common stock of the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 5% of the Company’s total “fully-diluted” capitalization), i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 par value 0.00001 per share payable by (the Consultant in cash. “Option”), according to the following terms: a. The number of Shares will be underlying the Option (subject to a right of repurchase the provisions laid out in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse 7) shall be calculated as follows: (ai) if the Company closes the private placement transaction in which Barclays Capital is currently advising (the “Private Placement”): dividing $750,000 by the subscription or purchase price per share at which the Private Placement is closed; or (ii) if the Company goes public through a de-SPACing combination (the “de-SPACing”): dividing $750,000 by the exchange price of the Company’s shares in the de-SPACing combination; provided that, if both a Private Placement and a de-SPACing combination are consummated, the number of Shares underlying the Option shall be the one resulting from paragraph (i) above. In the event that neither the Private Placement nor the de-SPACing take place, the number of Shares underlying the Option (subject to the provisions laid out in Section 7) will be 18,7501. b. Additionally, should any change be made to the common stock of the Company by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, or other change affecting the outstanding common stock or should there occur any merger, consolidation or other reorganization, then proportional adjustments shall be made, to the extent necessary, by the Board to the total number of Shares subject to this Option. The right adjustments shall be made in a commercially reasonable manner by the Board in order to reflect such change. c. The exercise price in respect of repurchase all the Shares underlying the Option (i.e. assuming that all the Shares are vested) will lapse be $1 in total. The exercise price corresponding to each individual Share will be calculated by the Board once the final number of Shares underlying the Option is determined in accordance with respect paragraph a of this Section 3 and shall be subject to 60the adjustment foreseen in paragraph b of this Section 3. d. The Option shall vest in annual installments over the five-year period following the Effective Date (i.e. 20% upon each complete year of service from the Effective Date), subject to your continued service through the applicable vesting dates. For illustration purposes, if the Chairman provides services during 4.5 years, the Option will be exercisable over up to 80% of the Shares underlying the Option. As an exception, the vesting of the Option shall accelerate (and therefore, the Option shall vest in full and will be exercisable in respect of all the Shares) in the following events: (1) upon termination of service: (a) by the Company’s securing at least $2.5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source Company without Cause (“Milestone 1”as defined below), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 ; (b) by the Company due to permanent ill health or if you become physically or mentally incapacitated such that you are unable for a period of six (6) months to perform your duties as Chairman (such incapacity is hereinafter referred to as “Disability”) as confirmed by a qualified independent physician mutually acceptable to you and the Board. If you and the Board cannot agree as to a qualified independent physician, each shall appoint a physician and those two physicians shall select a third physician who shall make such determination in writing. The right determination of repurchase Disability made in writing to the Company and you shall be final and conclusive for all purposes of this Agreement; (c) due to death, or (d) due to any force majeure event accepted by the Board (acting in good faith). In the event of death or, where applicable, Disability, the heirs and representatives of the Chairman will lapse with respect be entitled to 40exercise the Option; or (2) in the event that any person (or group of persons acting in concert), including any of the current stockholders, holds or owns after the Effective Date, directly or indirectly, more than 50% of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision ordinary common stock of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should other than as a result of a de-SPACing combination (or any similar transaction with the purpose of listing the Shares of the Company); (jointly, the “Option Acceleration Events”) 1 That is, $750,000 divided by $40. e. In the event that the Shares of the Company decide do not become publicly traded (and therefore, the Company remains as a private Company), the Option will only be exercisable once by the Chairman (or, if applicable, his heirs or representatives) within the six month period beginning on the earlier of (a) the fifth anniversary of the Effective Date or (b) the occurrence of an Option Acceleration Event2. f. Once and if the Shares have become publicly traded, the Option will be exercisable by the Chairman (in one or more instances) in respect of all or part of the vested Shares, from time to accept time, until the earlier of (a) the six month following the termination of service or resignation of your role as Chairman (including as a result of an investment Option Acceleration Event) and (b) the sixth anniversary of the Effective Date. g. In the event of an IPO or de-SPACing combination, the Chairman will comply with the terms of any market standoff agreement (or any similar agreement that prevents insiders of a company from that investor selling their shares in the market for a specified number of days after an initial public offering) that is less than agreed by the Milestone 1 minimum limitrest of the stockholders of the Company or that is requested by the underwritters in accordance with customary market practice. h. In the event that the Option is exercised before the Shares have become publicly traded (that is, then while the compensation of Shares Company is still a private, non-listed, entity), the Chairman will accede and become a party to any shareholders’ agreement in relation to the Consultant will be prorated accordingly. Notwithstanding anything above Company (and/or any similar arrangement) that is applicable to the contrary, majority of the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control shareholders of the Company. i. The Chairman shall not have any stockholder rights with respect to the Shares until he has exercised the option, paid the exercise price and become a holder of the Shares. j. Notwithstanding anything to the contrary in this Section 3, to the extent the Option could reasonably be expected to be subject to Section 409A of the Code (as determined the Company in good faith), then the Company and the Chairman shall discuss in good faith the possibility of amending the Option or granting the Chairman a comparable equity-based award in lieu of the Option.

Equity Compensation. In consideration of providing (i) (A) Promptly following the ServicesEffective Date, the Company will issue to the Consultant Executive shall be granted 6,067,931 shares of the Company’s common stock fully-vested Company Common Stock, par value $0.00005 per share (the “SharesCommon Stock”) ), such amount representing 53.5% of the Company’s total “shares of Common Stock on a fully diluted basis as of the Effective Date, and (B) on each of May 1, 2017 and May 1, 2018, respectively, Executive shall receive an additional grant of fully-diluted” capitalizationvested Company Common Stock, i.e., including all such additional grants each representing 0.75% of the Company’s shares of common stockCommon Stock on a fully diluted basis as of May 1, preferred stock 2017 and other May 1, 2018, respectively (together with the shares granted on the Effective Date pursuant to Section 3(c)(i)(A), the “Equity Award”). (ii) All shares of Common Stock that comprise the Equity Award and any additional grants of Company equity made pursuant to this Section 3(c) or otherwise shall be registered on an as-converted basis plus all a Form S-8 that is filed and effective prior to such grant(s). In addition, promptly following the Effective Date, the Company will promptly file and use best efforts to have promptly declared effective a registration statement with the Securities and Exchange Commission registering the resale by the Executive of the shares issued comprising the Equity Award and any additional grants made pursuant to this Section 3(c) or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(sotherwise (the “Resale Registration Statement”). The Shares will Company shall keep such Resale Registration Statement effective for so long as Executive shall hold such shares including, for the avoidance of doubt, any period following the Employment Period when the Executive continues to hold the shares. In addition, the Company shall take all steps to facilitate the sale of the Executive’s equity as may be issued within 10 days after reasonably requested by Executive. (iii) Commencing in calendar year 2017, each year, Executive shall be eligible to participate in the Company’s annual equity incentive compensation program, with an annual target equity grant for each year in which Executive participates in the equity incentive compensation program having a grant date fair value determined in accordance with FASB Topic 718 equal to 100% of Executive’s Base Salary (the “Target Annual Equity Award”) and a maximum Annual Equity Award for each year in which Executive participates in the equity incentive compensation program equal to 250% of Executive’s Base Salary (the “Maximum Annual Equity Award”). In determining the amount of Executive’s equity grant for any year, the Compensation Committee shall consider the Company’s performance over the immediately preceding fiscal year. (iv) On each anniversary of the Effective Date at a purchase price and each Equity Issuance Date, until such time as Executive terminates employment with the Company, Executive shall receive an additional grant of $0.0001 per share payable by the Consultant in cash. The Shares will unrestricted Common Stock (which grant shall be subject deemed for purposes of this section to a right of repurchase in favor be part of the Company at $0.0001 exercisable upon termination Equity Award), if necessary, so that on each such anniversary and each such Equity Issuance Date, the total number of this Agreement shares received by Executive pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60the Equity Award shall equal at least 3.5% of the Shares upon Company’s shares of Common Stock on a fully diluted basis until April 30, 2016, 4.25% until April 30, 2018, and 5% thereafter. An “Equity Issuance Date” is any date on which the Company consummates the sale of or issuance of (x) more than 1% of the Company’s securing at least $2.5 million in available cash, whether from debt shares of Common Stock on a fully diluted basis or equity investment, grant funding, litigation proceeds, a combination thereof or (y) any other source (“Milestone instrument that is convertible into more than 1”), provided that the Consultant’s provision % of Services hereunder has materially contributed to the Company’s achievement shares of Milestone 1 (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, Common Stock on a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 fully diluted basis. For the sake of clarity, if in calculating the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor total number of shares held by Executive pursuant to the CompanyEquity Award for purposes of this Section 3(c)(iv), only shares granted pursuant to Section 3(c)(i) and should this Section 3(c)(iv) shall be considered and any shares (A) held by the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares Executive on or prior to the Consultant will be prorated accordingly. Notwithstanding anything above Effective Date or (B) granted to or acquired by Executive in any other manner following the contrary, the Company’s right of repurchase with respect grant to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control Executive of the CompanyEquity Award (including pursuant to Sections 3(c)(iii) hereof or otherwise) shall be disregarded.

Equity Compensation. In consideration The Company has granted you options to purchase 819,000 shares of providing the Services, the Company will issue Company’s Common Stock with an exercise price equal to the Consultant shares closing per-share trading price of the Company’s common stock on the date of grant (the “SharesOptions”). Options to purchase 546,000 shares (the “Time-Based Option”) representing 5vest subject to your continued employment over a four-year period, whereby twenty-five percent (25%) of your Time-Based Option shares will vest on the one year anniversary of April 1, 2025, with the remaining shares subject to the Time-Based Option vesting in thirty-six (36) equal monthly installments thereafter, in each case generally subject to your continued employment through the applicable vesting dates. The remaining Options to purchase 273,000 shares are subject to certain performance-based milestones (the “Performance-Based Options”). As of the Effective Date, the Company agrees to amend the terms of Performance-Based Options to purchase 182,000 shares such that the vesting of such Options will be identical to the Time-Based Options (and such Options shall thereafter be deemed to be a Time-Based Option). The remaining Performance-Based Options to purchase 91,000 shares will vest immediately at the time of the consummation of a Change in Control, within the meaning of the Plan, that results in total consideration to the Company’s stockholders of more than $250,000,000. In connection with the Company’s next equity financing (the “Financing”), the Company agrees at the next meeting of the Company’s Board of Directors following the Financing, to issue to you equity in the Company such that, immediately following the closing of the Financing, you shall own 2% of the Company’s fully diluted capitalization (the “Guaranteed Ownership Interest”). For purposes of this Section, “fully diluted capitalization” means the total “fully-diluted” capitalization, i.e., including all number of shares of common stock, preferred the Company’s capital stock and other equity outstanding on an as-converted basis basis, plus all shares issued or issuable upon exercise of subject to outstanding options, warrants, convertible securities, and any other rights to acquire capital stock of the Company, whether vested or unvested, including without limitation any warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(sequity rights issued to investors in the Financing (including milestone-based warrants). ​ The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will Options continue to otherwise be subject to a right of repurchase in favor the terms of the Company at $0.0001 exercisable upon termination Plan and the applicable award agreement thereunder. In the event of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% a Change in Control within the meaning of the Shares Plan, (i) the portion of the Performance-Based Options whose vesting is contingent upon the Company’s securing at least $2.5 million occurrence of a Change in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that Control shall vest if and as applicable based on the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 40% terms of the Shares upon Change in Control, (ii) the Company’s securing at least $5 million remaining portion of the Performance-Based Options shall be forfeited if still outstanding and (iii) the Time-Based Option shall either vest in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarityfull and be settled or, if the Company secures sufficient cash to qualify for a Milestone described aboveTime-Based Option continues in effect or is assumed or an equivalent award is substituted, all prior Milestones shall also be deemed to have been met, i.e., vest in full if your employment is terminated within two years following the Change in Control by the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been metother than for Cause or by you for Good Reason. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.​

Equity Compensation. In consideration of providing the Services, the The Company will issue shall grant to the Consultant Employee shares of the Company’s common stock Common Stock as follows: if by January 1, 2014, the Company has met the following thresholds: (i) The Company, and its subsidiaries, employ at least ten (10) people; (ii) The Company’s annual revenue for the “Shares”fiscal year ended December 31, 2013 exceeds One Million Dollars ($1,000,000); and (iii) representing 5% Newport Coachworks, Inc., the Company’s wholly-owned subsidiary sells at least ten (10) buses, Then the Employee shall receive Five Hundred Thousand (500,000) shares of the Company’s total “fully-diluted” capitalizationCommon Stock. The Employee must be employed by the Company as its Chief Executive Officer on January 1, i.e., including all 2014 in order to earn the Incentive Shares. The Employee will have the right to receive an additional Five Hundred Thousand (500,000) shares of common stock, preferred stock the Company’s Common Stock if the Employee reaches “stretch” targets to be established in good faith between the Employee and other equity on an as-converted basis plus all shares issued or issuable upon exercise the Company during the first three months of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s)the Employee’s employment. The Shares will be issued within 10 days after full One Million (1,000,000) shares are referred to herein as the Effective Date at “Incentive Shares.” Provided the Company is a purchase price “reporting issuer” under the Securities Exchange Act of $0.0001 per share payable by 1934, as amended, with current reports on file with the Consultant in cash. The Shares will be subject Securities and Exchange Commission (“SEC”) and is eligible to file a right of repurchase in favor registration statement to register the shares of the Company to be issued as the Incentive Shares, such Incentive Shares shall be registered by the Company with the SEC under a Form S-8 or other applicable registration statement, and the Company shall cause such registration statement to remain effective for at $0.0001 exercisable upon termination of this Agreement pursuant least two (2) years. If the Company is not eligible to Section 8file a Form S-8 or other applicable registration statement to register the Incentive Shares on or a reasonable time after January 1, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect 2014 the Employee may elect to 60% forgo receipt of the Incentive Shares upon the Company’s securing at least $2.5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if until the Company secures sufficient cash becomes eligible to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if register the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the CompanyIncentive Shares.

Equity Compensation. In consideration (i) Co-investment, Equity Grants. (A) As soon as reasonably practicable following the Effective Time, Executive shall make an investment in Parent or one of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock its affiliates (the “SharesInvestment Entity”) representing 5% of an amount equal to fifty percent (50%) of the Companyafter-tax proceeds Executive receives in connection with the Acquisition in respect of Executive’s total equity and equity-based awards in PGI (each share subject to such an award, a “fullyPGI Share”), at the price per share paid by affiliates of The Blackstone Group L.P. (“Blackstone”) for common stock of the Investment Entity (the “Deal Price”). (B) On each Escrow Release Date (as such term is defined in the Merger Agreement), Executive shall make an additional investment in the Investment Entity of an amount equal to fifty percent (50%) of the after-dilutedtax proceeds Executive receives on such Escrow Release Date in respect of each PGI Share, at a per share price equal to “fair market value” capitalizationof a share of common stock of the Investment Entity on the applicable Escrow Release Date, i.e., including all shares as determined in accordance with the management equity program described in Section 1.2(c)(i)(C) below. (C) The parties agree to work together in good faith to negotiate and agree upon an acceptable management equity grant program pursuant to which Executive will receive stock options in respect of the Investment Entity’s common stock, preferred and the parties further agree to review alternative structures for Executive’s investment that would permit such investment to be made on a tax-deferred basis, provided, however, that Parent shall not be required to offer any such structure. (ii) On April 23, 2013, provided Executive is an employee in good standing on such date, PGI shall provide Executive with a one-time award of a number of Parent Shares of the common stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(sthe Investment Entity determined by dividing $694,000 by the Deal Price (the “Equity Award”). The Shares will Equity Award shall be issued within 10 days after the Effective Date at payable in a purchase price of $0.0001 per single lump sum on such date, or such earlier date as provided in Section 2.1(b). PGI shall utilize share payable by the Consultant in cash. The Shares will be subject withholding to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse satisfy any applicable withholding taxes due with respect to 60% of the Shares upon the Company’s securing at least $2.5 million amount described in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”this Section 1.2(c)(iii), provided that the Consultantunless share withholding is prohibited under Parent’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Companyfinancing documents.

Equity Compensation. In consideration As part of providing the Servicesincentive for signing this employment contract, the Company will issue hereby grants Executive the following warrants (the “Warrants”), with the following primary terms and conditions, plus such other terms and conditions as may be included in the Warrant, which shall be mutually acceptable. a) Each Warrant shall entitle the owner to purchase one share of common stock of the Consultant shares Company for $1.00 per share for a period of ten years from the date of this agreement. b) Executive is hereby granted five Warrant Certificates, the first for 100,000 Warrants, the second for 150,000 Warrants and the remaining three for 250,000 Warrants each. Certificate one shall vest immediately upon signing this Agreement. Certificate two shall vest on October 31, 2010. Certificate three shall vest on the first annual anniversary of this Agreement, while Certificates four and five shall vest on the second and third anniversary of this Agreement, provided Executive is still an employee of the Company’s common stock (, unless said Warrants have vested earlier per the “Shares”) representing 5% of Early Vesting Criteria” contained herein. Executive shall be entitled to divide each certificate into smaller unit sizes to reflect ownership interest consistent with the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity Executives estate planning activities. Executive shall be permitted to change the names on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject such Warrants if he deems it desirable to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows:do so. (ac) The right of repurchase will lapse with respect to 60% of Warrants shall vest earlier than the Shares time criteria listed in b) above based upon the Company’s securing at least $2.5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (following “Milestone 1Early Vesting Criteria”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1. (bi) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones All unvested Warrants shall also be deemed to have been met, i.e., if automatically vest when the Company has not yet achieved Milestone 1 but then secures revenue of $5 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, 12,500,000 total for any two consecutive quarters and should the Company decide records a pre-tax net profit for the two quarters. ii) All unvested Warrants shall vest when the Executive “exercises” the Warrant by converting the Warrant from a warrant to accept an investment from a share of common stock as specified in the warrant document. The Company shall cooperate with Executive in exercising any Warrants when, Executive gives notice of intent to exercise. d) The Warrants and the underlying shares shall be registered in the first registration statement which the Company files, provided legal counsel for the Company determines that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will said Warrants and shares can be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Companylegally included.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant 1,000,000 shares of the Company’s common stock (the “Shares”) representing 52.85% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 60% of the Shares upon the Company’s securing at least $2.5 10 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 40% of the Shares upon the Company’s securing at least $5 15 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 but then secures $5 15 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.

Equity Compensation. In consideration of providing the Services, the Company will issue to the Consultant shares of the Company’s common stock (the “Shares”) representing 57.5% of the Company’s total “fully-diluted” capitalization, i.e., including all shares of common stock, preferred stock and other equity on an as-converted basis plus all shares issued or issuable upon exercise of options, warrants or other convertible securities and all shares reserved under any employee stock option or similar plan(s). The Shares will be issued within 10 days after the Effective Date at a purchase price of $0.0001 per share payable by the Consultant in cash. The Shares will be subject to a right of repurchase in favor of the Company at $0.0001 exercisable upon termination of this Agreement pursuant to Section 8, which right of repurchase will lapse as follows: (a) The right of repurchase will lapse with respect to 6070% of the Shares upon the a successful reverse merger with a publicly listed SEC reporting entity or Company’s securing at least $2.5 5 million in available cash, whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 1”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 1 (b) The right of repurchase will lapse with respect to 4020% of the Shares upon the Company’s securing at least $5 10 million in available cashcash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 2”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 2 2 (c) The right of repurchase will lapse with respect to 10% of the Shares upon the Company’s securing at least $15 million in available cash (inclusive of any amounts already attributed to Milestone 1), whether from debt or equity investment, grant funding, litigation proceeds, a combination thereof or any other source (“Milestone 3”), provided that the Consultant’s provision of Services hereunder has materially contributed to the Company’s achievement of Milestone 3 For the sake of clarity, if the Company secures sufficient cash to qualify for a Milestone described above, all prior Milestones shall also be deemed to have been met, i.e., if the Company has not yet achieved Milestone 1 I but then secures $5 6 million in available cash, all Milestones will be deemed to have been met. Should the Consultant identify or introduce an investor to the Company, and should the Company decide to accept an investment from that investor that is less than the Milestone 1 I minimum limit, then the compensation of Shares to the Consultant will be prorated accordingly. Notwithstanding anything above to the contrary, the Company’s right of repurchase with respect to any Shares will lapse in its entirety upon completion of all milestones, a merger, acquisition or other change of control of the Company.