Common use of Equity Grant Clause in Contracts

Equity Grant. On the Effective Date, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”)).

Equity Grant. On Subject to approval by the Effective DateBoard and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), QL Holdings shall grant you will be eligible to receive shares of the Executive such number Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of Class B Units of QL Holdings equal to two percent (2%) (the Company’s outstanding common stock on a fully-diluted basis) of the Class A Units and Class B Units basis as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, grant date and after giving effect to the Transactiongrant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the “Additional Equity Grant”future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. The Additional Equity Grant All shares of Company common stock granted to you shall be subject to the terms of the QL Holdings LLC Agreement repurchase and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grantforfeiture as set forth in Restricted Stock Agreement, which award agreements shall have terms and conditions that are substantially similar provide that, subject to Section 6, the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms granted shares shall apply: vest as follows: (i) to 25% of the extent more favorable to granted shares will vest on the Executive, three-month anniversary of the terms Commencement Date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) thereafter, the Additional Equity Grant shall remaining unvested shares will vest in full upon equal quarterly installments over a Company Salethree-year period, subject to on the last day of each calendar quarter (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowi.e., March 31, June 30, September 30 and December 31), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Salecommencing on September 30, 2018; provided, that if upon a Company Sale is consummated within twelve Event (12as defined in the Plan) months following such termination all your then-unvested shares (to the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is extent not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditpreviously forfeited) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for vest. For the avoidance of doubt, the Annual Compounding (Company and the Board have reviewed and understands and accepts your academic and work experience, as defined below) shall continue to apply the same has been provided to the extent Company by you. Accordingly, and assuming the Additional Equity Grant remains outstanding during accuracy of your academic and work experience, the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold definition of “Cause”, as applicable to any Class B Units granted from termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and after shall not be triggered by, the Effective Date pursuant Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the QL Holdings LLC Agreement (i.e.foregoing equity grant, the then-current Fair Market Value you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. ​ You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), plus an annually compounding 8% return threshold (at a per-share price equal to then current fair market value, as reasonably determined by the “Annual Compounding”)).Board in good faith. ​

Equity Grant. On Upon the Effective Date, QL Holdings shall grant Company’s successful consummation of a “Qualified IPO” (as defined in the Executive such number Company’s Amended and Restated Certificate of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units Incorporation dated as of the Effective Date (calculated, for this purpose, date hereof) and provided you remain employed by the Company in good standing as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocatedeffective date of the Qualified IPO, the Company will grant you (i) 1,305,840 restricted stock units (the “RSUs”) and (ii) options to purchase up to 400,000 shares of the Company’s common stock (the “Common Stock”) at an exercise price equal to the price per share of Common Stock sold by the Company in the Qualified IPO (the “Options”). The grant information in the previous sentence assumes a Qualified IPO of gross proceeds to the Company of $15.0 million at an offering price equal to $5.00 per share of Common Stock (after giving effect to the Transaction) contemplated forward stock split). In the event of the underwriter’s exercise in full of the over-allotment option, the grant information in the first sentence of this Section 3 shall be 1,341,840 RSUs and 400,000 Options. The grant information in this Section 3 is subject to adjustment based on the final offering amount of the Qualified IPO, including proportional adjustments to give effect to a partial exercise of the underwriter’s over-allotment option. The RSUs and the Options shall vest, subject to your continued employment with the Company through each applicable vesting date, in 1/48th monthly installments on each monthly anniversary of the date of grant, commencing on the first month anniversary of the date of grant; provided, however, that if a Change in Control (as to be defined in the Company’s equity plan as of the date of grant (the “Additional Equity GrantPlan”)) occurs during your employment with the Company, 100% of the RSUs and Options shall vest upon the Change in Control. The Additional Equity Grant RSUs and Options shall be subject to and governed by the terms of the QL Holdings LLC Agreement Plan and an the award agreement to be entered into provided by the Executive Company. While the parties acknowledge that the RSUs and QL Holdings prior to the grant Options must be approved by the Board (or its compensation committee) in accordance with the terms of the Additional Equity GrantPlan, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that obligation to cause such approval and issue the following terms shall apply: (i) to RSUs and the extent more favorable to the Executive, Options on the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale described herein is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of nevertheless an irrevocable binding contractual commitment on the Company, plus an annually compounding 8% return threshold (. You should consult with your own tax advisor concerning the “Annual Compounding”))tax consequences of accepting the Equity Award.

Equity Grant. On Subject to approval by the Effective DateBoard and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), QL Holdings shall grant you will be eligible to receive shares of the Executive such number Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of Class B Units of QL Holdings equal to two percent (2%) (the Company’s outstanding common stock on a fully-diluted basis) of the Class A Units and Class B Units basis as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, grant date and after giving effect to the Transactiongrant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the “Additional Equity Grant”future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. The Additional Equity Grant All shares of Company common stock granted to you shall be subject to the terms of the QL Holdings LLC Agreement repurchase and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grantforfeiture as set forth in Restricted Stock Agreement, which award agreements shall have terms and conditions that are substantially similar provide that, subject to Section 6, the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms granted shares shall apply: vest as follows: (i) to 25% of the extent more favorable to granted shares will vest on the Executive, three-month anniversary of the terms Commencement Date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) thereafter, the Additional Equity Grant shall remaining unvested shares will vest in full upon equal quarterly installments over a Company Salethree-year period, subject to on the last day of each calendar quarter (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowi.e., March 31, June 30, September 30 and December 31), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Salecommencing on September 30, 2018; provided, that if upon a Company Sale is consummated within twelve Event (12as defined in the Plan) months following such termination all your then-unvested shares (to the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is extent not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditpreviously forfeited) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for vest. For the avoidance of doubt, the Annual Compounding (Company and the Board have reviewed and understands and accepts your academic and work experience, as defined below) shall continue to apply the same has been provided to the extent Company by you. Accordingly, and assuming the Additional Equity Grant remains outstanding during accuracy of your academic and work experience, the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold definition of “Cause”, as applicable to any Class B Units granted from termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and after shall not be triggered by, the Effective Date pursuant Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the QL Holdings LLC Agreement (i.e.foregoing equity grant, the then-current Fair Market Value you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), plus an annually compounding 8% return threshold (at a per-share price equal to then current fair market value, as reasonably determined by the “Annual Compounding”))Board in good faith.

Equity Grant. On Within 30 days of the Effective Date, QL Holdings shall grant you will be granted (i) a time based option (the Executive such number of Class B Units of QL Holdings equal “Option”) to two percent (2%) (on a fully-diluted basis) purchase shares of the Class A Units and Class B Units Company’s common stock with a Black Scholes total value of $750,000 as of the Effective Date (calculated, for this purposegrant date, as if calculated by the entire pool of authorized Class B Units under Section 3.03 independent advisor to the Compensation Committee of the QL Holdings LLC Agreement has been fully allocatedBoard of Directors, (ii) timed based restricted stock units (“Time Based RSUs”) with a total value of $750,000 as of the grant date and after giving effect to (iii) performance based restricted stock units with a total value of $500,000 as of the Transaction) grant date (the “Additional Equity GrantPerformance Based RSUs” and, together with the Time Based RSUs, the “RSUs”), which Performance Based RSUs will commence vesting if, within five years of the Effective Date, the closing price of the Company’s common stock is at least $16 per share for 20 consecutive trading days (the “Stock Price Metric”), at which point such Performance Based RSUs shall vest in equal quarterly installments over one year, subject to the Executive’s continued service to the Company. The Additional Equity Grant Option and the Time Based RSUs shall vest over four years with 25% of each of these awards vesting on the first anniversary of the last business day of the month in which the Effective Date occurs and the remaining portion of these awards vesting in equal monthly installments thereafter, subject to the Executive’s continued service to the Company. The exercise price per share of the Option will be equal to the closing trading price of the Common Stock on the New York Stock Exchange on the date that the Option is granted. Such Option and RSU grants will be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar applicable to awards granted under the Company’s standard award agreement form used for restricted unit awards2010 Equity Incentive Plan, provided, that the following terms shall apply: (i) as amended from time to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail PeriodPlan”), then and the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))award agreement.

Equity Grant. On As a material inducement to your acceptance of this offer of employment, subject to approval by the Effective DateBoard (or an authorized committee thereof) and the commencement of your employment with the Company, QL Holdings shall you will receive an equity award with an aggregate grant the Executive such number date fair value of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units as of the Effective Date (calculated, for this purposeapproximately $2,500,000, as if calculated by the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) Company (the “Additional New Hire Equity GrantAward”). The Additional New Hire Equity Grant shall Award will be delivered as a combination of an option to purchase shares of the Company’s common stock (the “Option”) and restricted stock units to be issued as shares of the Company’s common stock (the “RSU”) of equal value. Your New Hire Equity Award will be granted effective as of your start date. The New Hire Equity Award will be granted pursuant and subject to the terms Company’s 2022 Inducement Plan (the “Plan”), to be approved by the Board (or an authorized committee thereof), and the Company’s standard forms of stock option agreement and restricted stock unit award agreement, as applicable, thereunder. The Company understands that you would not accept employment with the Company but for the granting of the QL Holdings LLC Agreement and New Hire Equity Award. The Option shall have an award agreement exercise price per share equal to the closing price of the Company’s common stock as reported on the Nasdaq Stock Market on the date of grant. The number of shares subject to the Option shall be entered into by calculated using the Executive and QL Holdings Black-Scholes valuation method based on the 30-day average of the closing prices of the Company’s common stock as reported on the Nasdaq Stock Market prior to the grant of the Additional Equity Grantdate. The Option shall vest over time, which award agreements shall have terms and conditions that are substantially similar subject to your continuous service to the Company’s standard award agreement form used for restricted unit awards, providedon each applicable vesting date(s), that the following terms shall apply: as follows: (i) twelve and a half percent (12.5%) of the shares subject to the extent more favorable to Option shall vest on the Executive, six-month anniversary of the terms specified vesting commencement date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant remaining shares shall vest in full upon a Company Sale42 consecutive equal monthly installments thereafter. The number of shares subject to the RSU shall be calculated based on the 30-day average of the closing prices of the Company’s common stock as reported on the Nasdaq Stock Market prior to grant date. The RSU shall vest over time, subject to your continuous service to the Company, on each applicable vesting date(s), as follows: twenty-five percent (unless otherwise provided in clause (iii25%) below) of the Executive’s continued employment through the consummation of such Company Sale; (iii) shares subject to the Release (as defined below), the Additional Equity Grant RSU shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination on each of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value first four anniversaries of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))specified vesting commencement date.

Equity Grant. On i. Subject to approval by the Effective DateBoard and your continued employment with the Company through the applicable grant date, QL Holdings shall you will receive an equity grant the Executive such number of Class B Units of QL Holdings in restricted stock units equal to two percent (2%) ($5,400,000 on a fully-diluted basis) the date of the Class A Units and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) grant (the “Additional RSU Equity Grant”). The Additional number of restricted stock units subject to the RSU Equity Grant will be determined by dividing $5,400,000 by the closing market price on the NASDAQ (or such other market on which the Company’s Common Stock is then principally listed) of one share of the Company’s common stock on the date of grant (the “Date of Grant”). Such RSU Equity Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to of the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: 2020 Equity Incentive Plan (i) as amended and/or amended and restated from time to the extent more favorable to the Executivetime, the terms “Plan”) and definitions in this Agreement shall govern and apply to the Additional Equity Grant underlying restricted stock unit award agreement. Fifty percent (including, without limitation, 50%) of the definitions of “Cause” and “Good Reason”); (ii) the Additional RSU Equity Grant shall vest in full upon equal annual installments over a Company Salethree-year period following the Date of Grant, subject to (unless otherwise provided in clause (iii) below) the Executive’s your continued employment through the consummation of such Company Sale;each applicable vesting date. ii. The remaining fifty percent (iii50%) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional RSU Equity Grant shall be conditioned upon the Participation Threshold achievement of the performance metrics set forth in this Section 5.C.ii. (the “Performance-Based RSUs”), which performance metrics must be achieved by the third anniversary of the Date of ▇▇▇▇▇. The Performance-Based RSUs shall be divided into two tranches: the first tranche includes the number of restricted stock units of the Company’s common stock equal to $1,700,000 on the Date of Grant (the “First Tranche”), and the second tranche includes the number of restricted stock units of the Company’s common stock equal to $1,000,000 on the Date of Grant (the “Second Tranche”) (each as determined as set forth in paragraph C.i. above). The First Tranche shall vest if, and on the date that, each of the following are satisfied: (i) the closing price of the Company’s common stock has been equal to or higher than $100 for 20 consecutive trading days following the Date of Grant (the “First Stock Price Target”), and (ii) you are continuously employed with the Company from the Date of Grant through the third anniversary following the Date of Grant. The Second Tranche shall vest if, and on the date that, each of the following are satisfied: (i) the closing price of the Company’s common stock has been equal to or higher than $115 for 20 consecutive trading days following the Date of Grant (the “Second Stock Price Target” and collectively with the First Stock Price Target, the “Stock Price Target”), and (ii) you are continuously employed with the Company from the Date of Grant through the third anniversary following the Date of Grant. Subject to Section 5.C.iii., below, if the applicable performance metrics relating to any Class B Units granted from the First Tranche or the Second Tranche are not satisfied by the third-anniversary of the Date of Grant, then the First Tranche and after the Effective Date Second Tranche, as applicable, shall not vest and shall be forfeited. iii. The RSU Equity Grant shall be subject to Section 12 of the Plan upon the occurrence of a Change in Control. Notwithstanding the foregoing, if the Performance-Based RSUs have not attained the applicable Stock Price Target prior to the Change in Control, they shall immediately vest fully if the per share consideration payable on a Change in Control is equal to or greater than $100 per share (in the case of the First Tranche) and $115 (in the case of the Second Tranche) as determined by the Company, and if not, the First Tranche and Second Tranche shall vest based on the percentages obtained by the following formulas: (A) with respect to the First Tranche, (i) the consideration paid pursuant to the QL Holdings LLC Agreement Change in Control divided by (i.e.ii) $100; and, (B) with respect to the then-current Fair Market Value Second Tranche, (i) the consideration paid pursuant to the Change in Control divided by (ii) $115. For example, if the consideration paid pursuant to the Change in Control is $85, then 85% of the CompanyFirst Tranche would vest, plus an annually compounding 874% return threshold of the Second Tranche would vest, and the remaining Performance-Based RSUs would terminate and be forfeited. iv. Notwithstanding Section 6.A.(a) of this Agreement, if your employment terminates prior to the third anniversary of the Date of Grant due to your death or Disability (as defined in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the “Annual CompoundingCode”)), and the Performance-Based RSUs have attained the applicable Stock Price Target prior to such termination, then the First Tranche and/or the Second Tranche, as applicable, shall immediately vest as of the date of such termination. Any corresponding shares of common stock underlying the Performance-Based RSUs that vest pursuant to this Section 5.C.iv. will be settled in favor of you, your estate or legal representative on the date specified in the underlying restricted stock unit award agreement. v. In addition to the RSU Equity Grant, subject to the approval of the Board and your continued employment with the Company on the applicable grant date, you will be eligible to receive additional equity grants as determined by the Board in its sole discretion.

Equity Grant. On Subject to the Effective Date, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) terms and conditions of the Class A Units Company 2021 Inducement Plan (as such plan may be amended, modified or replaced, the “Plan”) and Class B Units as the form of grant notice and award agreement issued thereunder (collectively, the “Equity Documents”), promptly following the Effective Date and approval by the Board (calculatedor the Compensation Committee), for this purpose, the Company will issue the Executive an Option (as if defined in the entire pool of authorized Class B Units under Section 3.03 Plan) to purchase 210,000 shares of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) Company’s Common Stock (the “Additional Stock Option Award”) and an Restricted Stock Award (as defined in the Plan) for 140,000 shares of the Company’s Common Stock (the “RSU Award” and together with the Stock Option Award, the “Equity GrantAwards”). The Additional Equity Grant Awards shall include the following additional terms: (A) the exercise price per share for the Stock Option Award shall be subject equal to the terms Fair Market Value (as defined in the Plan) of a share of the QL Holdings LLC Agreement and an award agreement to be entered into by Company’s Common Stock on the Executive and QL Holdings prior to the date of grant of the Additional Equity Grant, which award agreements shall have terms Stock Option Award; and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (iB) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through with the consummation Company and the terms and conditions of such Company Sale; (iii) subject to the Release (as defined below)Plan, the Additional Equity Grant Awards shall each vest as follows: twenty-five percent (25%) of the Equity Awards shall vest with respect to on the one additional calendar (1) year of service credit upon (and effective as of) a termination anniversary of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (Effective Date and the “Tail Period”), then balance of the Additional Equity Grant Awards shall vest in full upon equal monthly installments on the consummation last day of such Company Sale; provided, further, that if a Company Sale is not consummated within each month over the Tail Period, then any remaining unvested portion next thirty-six (after applying the one-year additional vesting credit36) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for months. For the avoidance of doubt, in the Annual Compounding (as defined belowevent of any conflict between the terms of this Section 2(b)(ii) shall continue to apply to of this Agreement and the extent terms of the Additional Plan and Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e.Documents, the then-current Fair Market Value terms of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))Plan and Equity Documents shall control.

Equity Grant. On (i) IPO Prior to July 1, 2013. Effective as of the Effective Date, QL Holdings shall grant effective date of the Executive such number of Class B Units of QL Holdings equal first registration statement that is filed by the Company and declared effective pursuant to two percent (2%) (on a fully-diluted basisSection 12(g) of the Class A Units Securities Exchange Act of 1934, as amended, with respect to any class of the Company’s securities (the “Registration Date”), and Class B Units provided that the Registration Date occurs prior to July 1, 2013, the Company shall grant Executive an award of restricted stock units (the “RSUs”) under the Company’s 2012 Equity Incentive Plan (the “Stock Plan”) with respect to 120,000 shares of the Company’s common stock. The RSUs shall have the following vesting schedule: (1) fifty percent (50%) of the RSUs shall vest at on the second (2nd) anniversary of the grant date, and (2) the remaining RSUs shall vest as to 1/8th of the RSUs subject thereto each three-month period thereafter on the same day of the month as the date of grant (and if there is no corresponding day, the last day of the month) such that the RSUs shall be vested as to all shares subject thereto on the fourth (4th) anniversary of the grant date, subject to Executive continuing to provide services to the Company through each relevant vesting date. The RSUs shall be settled in shares of the Company’s common stock and will be subject to (x) the terms, definitions and provisions of the Stock Plan and the restricted stock unit agreement between Executive and the Company (the “RSU Agreement”), both of which documents are incorporated herein by reference and (y) Executive’s compliance with the non-compete and non-solicit obligations set forth in Section 11 hereof. (ii) No IPO by July 1, 2013. Notwithstanding the foregoing, if the Registration Date does not occur prior to July 1, 2013, the RSUs will not be granted and the Company will consider granting to Executive an option to purchase shares of the Company’s common stock at an exercise price equal to the Fair Market Value on the date of grant (an “Option”) having a substantially similar value, as of the Effective Date (calculateddate of grant, for as determined by the Board in its sole discretion, as the RSUs would of otherwise had. For this purpose, as if the entire pool Board may use a Black-Scholes valuation model or any other reasonably methodology in its sole discretion for purposes of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”)determining comparable value. The Additional Equity Grant shall Option would be subject to the terms and conditions of the QL Holdings LLC Agreement Company’s Stock Plan and an award agreement to be entered into by the Executive form of stock option agreement, and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall would have vesting terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) what would have applied to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions award of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))RSUs.

Equity Grant. On Subject to approval by the Effective DateBoard and your execution of the Company's standard form of Restricted Stock Agreement for executives (the "Restricted Stock Agreement"), QL Holdings shall grant you will be eligible to receive shares of the Executive such number Company's common stock under the Company’s 2017 Stock Option and Grant Plan (the "Plan") equaling 15% of Class B Units of QL Holdings equal to two percent (2%) (the Company's outstanding common stock on a fully-diluted basis) of the Class A Units and Class B Units basis as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, grant date and after giving effect to the Transactiongrant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company's outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the “Additional Equity Grant”future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. The Additional Equity Grant All shares of Company common stock granted to you shall be subject to the terms of the QL Holdings LLC Agreement repurchase and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grantforfeiture as set forth in Restricted Stock Agreement, which award agreements shall have terms and conditions that are substantially similar provide that, subject to Section 6, the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms granted shares shall apply: vest as follows: (i) to 25% of the extent more favorable to granted shares will vest on the Executive, three-month anniversary of the terms Commencement Date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) thereafter, the Additional Equity Grant shall remaining unvested shares will vest in full upon equal quarterly installments over a Company Salethree-year period, subject to on the last day of each calendar quarter (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowi.e., March 31, June 30, September 30 and December 31), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Salecommencing on September 30, 2018; provided, that if upon a Company Sale is consummated within twelve Event (12as defined in the Plan) months following such termination all your then-unvested shares (to the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is extent not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditpreviously forfeited) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for vest. For the avoidance of doubt, the Annual Compounding (Company and the Board have reviewed and understands and accepts your academic and work experience, as defined below) shall continue to apply the same has been provided to the extent Company by you. Accordingly, and assuming the Additional Equity Grant remains outstanding during accuracy of your academic and work experience, the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold definition of "Cause", as applicable to any Class B Units granted from termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and after shall not be triggered by, the Effective Date pursuant Company's or the Board's assertion or belief that you lack requisite experience for your position. In addition to the QL Holdings LLC Agreement (i.e.foregoing equity grant, the then-current Fair Market Value you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company's board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), plus an annually compounding 8% return threshold (at a per-share price equal to then current fair market value, as reasonably determined by the “Annual Compounding”))Board in good faith.

Equity Grant. On the Effective DateAdditionally, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) will be granted shares of the Class A Units and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect Company’s common stock pursuant to the TransactionCompany’s 2010 Stock Incentive Plan (“SIP”) (the “Additional Equity GrantPerformance Shares”) with aggregate value of $1,100,000.00, representing eleven percent (11%) (“Executive’s Applicable Percentage”) of the total value of Performance Shares granted to Executive and certain other senior executive employees of Arrowhead (the “Senior Executives”) on such date, based upon the per-share price of the Company’s common stock at market close on the last trading day before the Closing Date (the “Closing Stock Price”). The Additional Equity Grant shall be , subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have following terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall applyconditions: (i) It shall be a condition to the extent more favorable awarding and vesting of the Performance Shares that the sum of EBITDA, as described in Exhibit A to this Agreement, recorded for Arrowhead for the Executivethree (3)-year period beginning February 1, 2012, and ending January 31, 2015 (the “EBITDA Performance Period”) (such sum, the terms and definitions in this Agreement “EBITDA Total”) shall govern and apply to equal or exceed $158,000,000.00 (the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good ReasonEBITDA Condition”);. (ii) Until the Additional Equity Grant EBITDA Condition is satisfied upon expiration of the EBITDA Performance Period, Executive shall vest in full upon a Company Sale, subject have no right to receive dividends associated with such shares and no right to vote such shares. If (unless otherwise provided in clause (iii) belowA) the Executive’s continued employment through EBITDA Condition is satisfied and (B) Executive continues to be employed with the consummation Company or an Affiliate as of the end of the EBITDA Performance Period, one hundred percent (100%) of the Performance Shares (the “Awarded Shares”) shall be awarded to the Executive at the end of the EBITDA Performance Period, and Executive shall have the right to receive dividends associated with such shares and shall have the right to vote such Awarded Shares, so long as Executive continues to be employed with Company Sale;or an Affiliate. (iii) subject If the EBITDA Condition is not satisfied, then all or a portion of Performance Shares shall be forfeited in accordance with the following formula: ($158,000,000.00 minus the EBITDA Total) divided by the Closing Stock Price, times Executive’s Applicable Percentage. By way of example, in the event that the EBITDA Total should equal $155,000,000.00, and the Closing Stock Price should equal $20, the formula would apply as follows: ($3,000,000.00) divided by 20, or $150,000.00, would be multiplied by eleven percent (11%), with the consequence that 16,500 of the 55,000 Performance Shares ($1,100,000 divided by 20 in this example) granted to the Release Executive would be forfeited. In the event that the EBITDA Total does not exceed $148,000,000.00, all of the Performance Shares granted to the Executive would be forfeited. Any remaining Performance Shares (the “Awarded Shares”) shall be awarded to Executive at the end of the EBITDA Performance Period so long as Executive continues to be employed with the Company or an Affiliate. (iv) Until and unless vested as provided in this Section 2(d)(iv) or 2(d)(vi), the Awarded Shares shall not be transferable. In the event that Executive’s employment is terminated by the Company for Cause (as defined below) or by the Executive without Good Reason (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period immediately following the EBITDA Performance Period (the “Vesting Period”). Executive shall forfeit his right to any Awarded Shares. If during the Vesting Period, Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason or by reason of death or Disability, then upon such termination; andtermination the Awarded Shares will become fully vested and nonforfeitable. In all other events, the Awarded Shares will be fully vested and nonforfeitable on the last day of the Vesting Period (the “Vesting Date”). (ivv) the Participation Threshold applicable The number of Performance Shares credited to the Class B Units issued pursuant Executive shall be subject to adjustment in accordance with Article VIII of the SIP (for example, in connection with the payment of a stock dividend by the Company). (vi) The Performance Shares not yet vested or forfeited shall become one hundred (100%) vested in the event that the Executive’s employment is terminated following a Transfer of Control, as defined in the SIP, while the Executive is employed by the Company or an Affiliate thereof. (vii) Any Performance Shares that are not awarded at the end of the EBITDA Performance Period, and any Awarded Shares that are not vested at the Vesting Date (collectively the “Unvested Performance Shares”) shall be forfeited and terminate. Unvested Performance Shares that are forfeited shall be immediately transferred to the Additional Equity Grant shall be pool of shares available for issuance under the Participation Threshold applicable to SIP without any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of payment by the Company, plus an annually compounding 8% return threshold and the Company shall have the full right to cancel any evidence of the Executive’s ownership of such forfeited shares. (viii) The Performance Shares shall be granted pursuant to, and subject to, all of the “Annual Compounding”))terms and conditions imposed upon such grants made under the SIP and the terms of the Performance-Based Stock Grant Agreement to be signed at Closing, a template of which shall be provided to Executive within five (5) business days following the execution of this Agreement.

Equity Grant. On As a material inducement to your acceptance of this offer of employment, subject to approval by the Effective DateBoard (or an authorized committee thereof) and the commencement of your employment with the Company, QL Holdings shall you will receive an equity award with an aggregate grant the Executive such number date fair value of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units as of the Effective Date (calculated, for this purposeapproximately $2,500,000, as if calculated by the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) Company (the “Additional New Hire Equity GrantAward”). The Additional New Hire Equity Grant shall Award will be delivered as a combination of an option to purchase shares of the Company’s common stock (the “Option”) and restricted stock units to be issued as shares of the Company’s common stock (the “RSU”) of equal value. Your New Hire Equity Award will be granted effective as of the first trading day of the month following your date of hire, unless your hire date coincides with the first trading day of the month in which case your New Hire Equity Award will be granted effective as of your hire date, or in either case, as soon as administratively practicable thereafter. The New Hire Equity Award will be granted pursuant and subject to the terms Company’s 2022 Inducement Plan (the “Plan”), to be approved by the Board (or an authorized committee thereof), and the Company’s standard forms of stock option agreement and restricted stock unit award agreement, as applicable, thereunder. The Company understands that you would not accept employment with the Company but for the granting of the QL Holdings LLC Agreement and New Hire Equity Award. The Option shall have an award agreement exercise price per share equal to the closing price of the Company’s common stock as reported on the Nasdaq Stock Market on the date of grant. The number of shares subject to the Option shall be entered into by calculated using the Executive and QL Holdings Black-Scholes valuation method based on the 30-day average of the closing prices of the Company’s common stock as reported on the Nasdaq Stock Market prior to the grant of the Additional Equity Grantdate. The Option shall vest over time, which award agreements shall have terms and conditions that are substantially similar subject to your continuous service to the Company’s standard award agreement form used for restricted unit awards, providedon each applicable vesting date(s), that the following terms shall apply: as follows: (i) twelve and a half percent (12.5%) of the shares subject to the extent more favorable to Option shall vest on the Executive, six-month anniversary of the terms specified vesting commencement date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant remaining shares shall vest in full upon a Company Sale42 consecutive equal monthly installments thereafter. The number of shares subject to the RSU shall be calculated based on the 30-day average of the closing prices of the Company’s common stock as reported on the Nasdaq Stock Market prior to grant date. The RSU shall vest over time, subject to your continuous service to the Company, on each applicable vesting date(s), as follows: twenty-five percent (unless otherwise provided in clause (iii25%) below) of the Executive’s continued employment through the consummation of such Company Sale; (iii) shares subject to the Release (as defined below), the Additional Equity Grant RSU shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination on each of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value first four anniversaries of the Companyspecified vesting commencement date. B▇▇▇▇ ▇▇▇▇▇▇ January 6, plus an annually compounding 8% return threshold (the “Annual Compounding”)).2022

Equity Grant. On 4 Subject to the Effective Date, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) approval of the Class A Units and Class B Units as Company’s Board of Directors, you will be granted [an option] OR [a right] to purchase __________ shares of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”)Company’s common stock. The Additional Equity Grant shall [option] OR [purchase right] will be subject to the terms and conditions applicable to [options] OR [restricted stock purchase awards] granted under the Company’s [Stock Plan Name], as described in that plan and the applicable [stock option] OR [restricted stock purchase] agreement, which you will be required to sign. You will vest in [25]% of the QL Holdings LLC Agreement shares on the [12]-month anniversary of your vesting commencement date and an award agreement [1/48th] of the total shares will vest in monthly installments thereafter during continuous service, as described in the applicable [stock option] OR [restricted stock purchase] agreement. The [exercise] OR [purchase] price per share will be equal to be entered into the fair market value per share on the date the [option] OR [restricted stock purchase award] is granted, as determined by the Executive and QL Holdings prior Company’s Board of Directors in good faith [compliance with applicable guidance in order to avoid having the grant option be treated as deferred compensation under Section 409A of the Additional Equity GrantInternal Revenue Code of 1986, which award agreements shall have terms and conditions as amended]. There is no guarantee that are substantially similar the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with accepting [an option] OR [a right] to purchase the Company’s common stock. Although management of the Company will recommend to the Company’s standard award agreement form used for Board of Directors that you be granted the [option] OR [restricted unit awardsstock purchase award]on the terms set forth herein, providedby execution of this letter, you acknowledge that you have no right to receive the following terms shall apply: (i) [option] OR [restricted stock purchase award], or any right to have the [option] OR [restricted stock purchase award]subject to the extent more favorable to specific terms set forth herein, unless the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale grant is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of approved by the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))’s Board of Directors.]

Equity Grant. On In addition to any equity grants made prior to the Effective Datedate of execution of this Agreement, QL Holdings upon execution of this Agreement or as soon as practicable thereafter, and in consideration for (a) Executive’s agreement to extend the term of his employment under this Agreement to December 31, 2014, and (b) Executive’s agreement to the Non-Competition and Non-Solicitation provisions of Section 6, Hasbro shall grant the to Executive such number of Class B Units of QL Holdings equal to two percent 125,000 performance share units (2%PSU’s) and 687,000 stock options (on a fully-diluted basis) of the Class A Units and Class B Units as of the Effective Date (calculatedtogether, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Retention Grant”). The Additional Equity PSU’s granted to Executive under the Retention Grant will be earned based on financial performance over Hasbro’s 2010, 2011 and 2012 fiscal years, and shall be subject based on the same cumulative revenue and earnings targets applicable to the terms of PSU’s granted to Hasbro’s other employees for the QL Holdings LLC Agreement 2010-2012 performance cycle, which targets were previously adopted and an award agreement approved by Hasbro’s Compensation Committee and communicated to be entered into by the Executive and QL Holdings prior to the grant date of the Additional Equity Grant, which award agreements shall have terms execution of this Agreement. Except as otherwise expressly provided in Sections 5.2 and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive5.3, the terms and definitions conditions applicable to Executive’s PSU grant pursuant to the Retention Grant shall be the same as those governing Hasbro’s other PSU’s for the 2010-2012 performance cycle, except that Executive’s grant shall, to the extent earned, vest one-half on December 31, 2013 and one-half on December 31, 2014. Executive agrees to sign Hasbro’s standard PSU agreement in connection with this grant, as modified to effectuate the provisions of this Agreement shall govern (and apply to provide that in no event may the Compensation Committee exercise any negative discretion to reduce the number of shares distributable based on the attainment of the cumulative revenue and earnings targets set forth therein). The foregoing stock option grant pursuant to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Retention Grant shall vest in full upon a Company Salefive equal installments, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation on each of March 26 of 2011, 2012, 2013 and 2014, and December 31, 2014. The exercise price for such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant options shall be the Participation Threshold applicable average of the high and low sales prices of Hasbro’s common stock on the date of grant, which shall be the date of this Agreement. Executive agrees to sign Hasbro’s standard stock option agreement, as modified to effectuate the provisions of this Agreement (and to provide that the vested stock options (after giving effect to any Class B Units granted from applicable acceleration of vesting in connection with termination of employment) shall remain exercisable for a period of (x) one year following death or termination of employment due to Disability, (y) one year following termination of employment by Hasbro other than for Cause or by Executive for Good Reason and after (z) 90 days upon resignation by Executive without Good Reason, but in each case not longer than the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value expiration of the Company, plus an annually compounding 8% return threshold (original maximum term of the “Annual Compounding”)stock option).

Equity Grant. On Subject to the Effective Dateapproval of the Board, QL Holdings the Company shall grant you the Executive such following stock options (collectively, the “Options”): (i) an option to acquire a number of Class B Units shares of QL Holdings the Company’s Common Stock equal to two percent (2%) (on a fully-diluted basis) 7.0% of the Class A Units and Class B Units Company’s Fully Diluted Capitalization, as defined below (the “Standard Option”), measured as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 close of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the TransactionCompany’s currently contemplated Series D preferred stock financing (assuming $15,000,000 of new capital) (the “Additional Equity GrantSeries D Financing”) and (ii) an option to acquire a number of shares of the Company’s Common Stock equal to 0.5% of the Company’s Fully Diluted Capitalization (the “CIC/IPO Option”), measured as of the closing of the Series D Financing. The Additional Equity Grant Options shall be granted as soon as reasonably practicable after the closing of the Series D Financing, based on a 409A valuation received post-financing and your continued employment through the date of grant of the Options. Although management of the Company will recommend to the Board that you be granted the Options on the terms set forth herein, by execution of this letter, you acknowledge that you have no right to receive the Options, or any right to have the Options subject to the specific terms set forth herein, unless the grant is approved by the Board. The exercise price per share will be equal to the fair market value per share on the date the Options are granted, as determined by the Board in good faith. There is no guarantee that the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with accepting an option to purchase the Company’s Common Stock. The term of the Options shall be 10 years, subject to earlier expiration in the event of the termination of your services to the Company. The Options will be incentive stock options to the maximum extent allowed by the tax code and shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have other terms and conditions that are substantially similar to set forth in the Company’s Amended and Restated 2011 Stock Incentive Plan (the “Stock Plan”) and in the Company’s standard award agreement form used for restricted unit awardsof Stock Option Agreement (the “Stock Agreement”). So long as your service status is continuous, provided, that the following terms Standard Option shall apply: vest and become exercisable over 4 years as follows: 25% of the total number of Standard Option shares shall vest on the 12-month anniversary of your start date of employment with the Company and 1/48th of the total number of Standard Option shares shall vest on each monthly anniversary thereafter subject to your continuous service with the Company through each vesting date. The CIC/IPO Option shall vest and become exercisable upon the consummation of the earlier of (i) to the extent more favorable to the Executive, the terms and definitions a Change in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); Control or (ii) an initial public offering of the Additional Equity Grant Company’s Common Stock on the NYSE or Nasdaq stock exchange (an “IPO”) as follows: (A) if the price per share paid for the Common Stock in the Change in Control, as determined in good faith by the Board, is at least two times (2X) the purchase price of the preferred stock sold in the Series D Financing, and provided that you remain in continuous service through the closing of the Change in Control, then 50% of the total CIC/IPO Option shares shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full become exercisable upon the consummation of such Change in Control; or (B) if the Company Sale; providedconsummates an IPO at any valuation, furtheror if the price per share paid for the Common Stock in the Change in Control, as determined in good faith by the Board, is at least three times (3X) the purchase price of the preferred stock sold in the Series D Financing, and provided that if a Company Sale is not consummated within you remain in continuous service through the Tail Periodclosing of the Change in Control or IPO, then any 100% of the total CIC/IPO Option shares shall vest and become exercisable upon the consummation of such Change in Control or IPO, as applicable. Any remaining unvested portion (after applying shares subject to the one-year additional vesting credit) CIC/IPO Option at the time of a Change in Control shall be cancelled and immediately forfeited at terminate for no consideration. For clarity, in the end event of such twelve (12) month period (a Change in Control where the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, price per share paid for the avoidance of doubt, Common Stock in the Annual Compounding Change in Control is less than two times (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv2X) the Participation Threshold applicable to purchase price of the Class B Units issued pursuant to preferred stock sold in the Additional Equity Grant Series D Financing, then no portion of the CIC/IPO Option shall vest and such option shall terminate in its entirety. Alternatively, if such price is at least two times (2X) but less than three times (3X) the purchase price of the preferred stock sold in the Series D Financing, then 50% of the CIC/IPO Option shares shall vest and become exercisable and the remaining 50% of the CIC/IPO Option shares shall be the Participation Threshold applicable to any Class B Units granted from cancelled and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))immediately terminate for no consideration.