Common use of Equity Clause in Contracts

Equity. (a) Any and all Stock Awards granted to Executive will continue to be governed by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares subject to the New Option were vested and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date.

Equity. (ai) Any Effective as of the Commencement Date, Employer will recommend to the Board that Employee be granted options (the “Subject Options”) to purchase 2,647,040 shares of common stock of DoubleVerify Holdings Inc., which such amount is equal to .55% of the fully diluted common stock of DoubleVerify Holdings Inc. as of the date hereof (the “Subject Stock”), pursuant to the Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and all Stock Awards granted to Executive will continue an award agreement to be governed provided by Employer (the “Award Agreement”). The Plan and Award Agreement shall reflect the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of Subject Options as set forth in this Agreement, “Stock Awards” . The Subject Options shall mean all stock options, restricted stock and restricted stock units and such other equity awards be granted pursuant at or prior to the Companynext DoubleVerify board meeting falling after the Commencement Date. (ii) Subject to Employee’s stock option continued employment on the applicable vesting date (unless expressly provided otherwise), the Subject Options shall have the following vesting terms: (A) 50% of the Subject Options shall be subject to time-vesting (the “Time Vesting Options”) whereby 25% of the Time Vesting Options shall vest on the one-year anniversary of the Commencement Date and the remaining 75% of the Time Vesting Options shall vest in equal quarterly installments over the next 12 calendar quarters; and (B) 50% of the Subject Options shall vest when Providence Equity Partners L.L.C. (“PEP”) has received cash (or cash equivalent) proceeds of a multiple equal to two times (2.0 x) PEP’s total invested equity incentive award plans in Holdco Stock (the “Performance Vesting Options”). (iii) One hundred percent (100%) of the Time Vesting Options shall accelerate and fully vest in the event of the occurrence of a Change in Control as defined under the Plan and including the direct or agreements and indirect purchase by a third party of 51% of Holdco Stock. (iv) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants all Subject Options, whether vested or unvested, will immediately be forfeited. (v) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants, Employer will be entitled to repurchase any shares of stock issued Subject Stock received upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with Subject Option at an exercise price amount equal to the lower of (i) cost minus prior distributions and (ii) fair market value as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares subject to the New Option were vested and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Daterepurchase.

Equity. (a) Any and all Stock Awards granted Subject to Executive will continue to be governed approval by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the CompanyBoard (which will be sought promptly following Executive’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, joining the Company has as its CEO), Executive shall be granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 a number of shares representing 5.5% of the Company’s common stockCommon Stock, calculated on a fully diluted, as-converted basis, as of immediately after the grant, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New Option”). The Option will be subject to a four (4)-year vesting period subject to Executive’s continued employment with the Company, which vests as follows: 150,000 with twenty-five percent (25%) of the shares subject to the New Option were vested and exercisable as vesting on the one (1) year anniversary of the date of grant Executive’s employment, and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16vesting in thirty-six (36) equal monthly installments thereafter, 2018, until such shares are fully vested or in each case subject to Executive’s continued employment ends, whichever occurs firstthrough the applicable vesting dates. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- as-converted basis) (the “Executive Ownership Level”) drops below 3.44% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below)Control, (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date.

Equity. (a) Any In connection with the commencement of your role as CEO and all Stock Awards granted President, subject to Executive will continue to Board approval which shall be governed by obtained at the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Awardfirst board meeting following your Start Date, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) will grant to you an option to purchase an additional 600,000 2,835,263 shares of the Company’s common stock, with Common Stock (the “Time-Based Grant”). The Time-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the date same vesting schedule. All of the grant option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “New OptionPlan”), which vests as follows: 150,000 shares subject to and associated stock option agreement (collectively the New Option were vested and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. “Equity Documents”). (b) The Company also agrees that if before In addition, subject to Board approval which shall be obtained at the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully dilutedfirst board meeting following your Start Date, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall will grant Executive to you an additional stock option (the “Make-up Option”) exercisable for such number of to purchase 1,417,631 shares of the Company’s capital stock as Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will result, immediately after such grant, in the Executive Ownership Level being be issued at an exercise price equal to the Equity Floorfair market value per share of Common Stock on the date of grant, as determined by the Board. The You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Adjustment Date” shall Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the earliest “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date upon which one month after the Company consummates achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control (as defined below), (x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company consummates in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ October 2, 2012 will be held in escrow for your benefit and any decisions regarding its first firmly underwritten public offering disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of its capital stock pursuant doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an effective registration statementIPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (zi) three above. (3e) years Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after the Effective Datea Change of Control) without your prior written consent.

Equity. (a) Any and all Stock Awards granted Subject to Executive will continue to be governed approval by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the CompanyBoard (which will be sought promptly following Executive’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, joining the Company has as its CFO), Executive shall be granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 a number of shares representing 1% of the Company’s common stockCommon Stock calculated on a fully dilutes, as-converted basis, as of immediately after the grant, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New Option”). The Option will be subject to a four (4)-year vesting period subject to Executive’s continued employment with the Company, which vests as follows: 150,000 with twenty-five percent (25%) of the shares subject to the New Option were vested and exercisable as vesting on the one (1) year anniversary of the date of grant Executive’s employment, and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16vesting in thirty-six (36) equal monthly installments thereafter, 2018, until such shares are fully vested or in each case subject to Executive’s continued employment ends, whichever occurs firstthrough the applicable vesting dates. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- as-converted basis) (the “Executive Ownership Level”) drops below 3.41% (calculated on a fully fully-diluted, as-as converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below)Control, (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date.

Equity. (ai) Any and all Stock Awards granted Subject to approval by the Board of Directors, Executive will continue to be governed by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 1,600,000 shares of the Company’s Company common stock, with stock at an exercise price equal to the fair market value of the shares on the date of grant as determined by the Board of Directors, in its sole discretion (the “Option A”). The Option A will be immediately exercisable as to all shares and will vest as follows: 1/4th of the total number of shares subject to the Option A shall vest on the one-year anniversary of the Start Date, and 1/48th of the total number of shares subject to the Option A shall vest on each monthly anniversary thereafter, in each case, so long as Executive remains an employee of the Company, so that all shares subject to the Option A shall have vested after 48 months following the Start Date. ii) Subject to approval by the Board of Directors, Executive will be granted an additional option to purchase 800,000 shares of Company common stock at an exercise price equal to the fair market value of the shares on the date of the grant as determined by the Board of Directors, in its sole discretion (the “New OptionOption B” and together with Option A, the “Options”). The Option B will be immediately exercisable as to all shares. The Option B will become eligible to vest contingent on achievement (as determined by the Company, which vests in its sole discretion) by the one-year anniversary of the Start Date of the performance objectives to be agreed upon within the first thirty (30) days following the Start Date, and subject to Executive remaining an employee of the Company as of the date(s) the Company determines whether the performance objectives have been achieved. If the Option B becomes eligible to vest, it will vest as follows: 150,000 1/4th of the total number of shares subject to the New Option were vested and exercisable as B shall vest on the one-year anniversary of the date Start Date, and 1/48th of grant and the remaining 450,000 total number of shares subject to the New Option B shall vest 1/48th per month on each monthly anniversary thereafter, in each case, so long as measured from April 16Executive remains an employee of the Company, 2018, until such so that all shares are fully subject to the Option B shall have vested or Executive’s employment ends, whichever occurs first. after 48 months following the Start Date. iii) The New Option shall Options will be governed in all respects by subject to the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) 2010 Equity Incentive Plan (the “Executive Ownership LevelPlan”) drops below 3.4% and the standard Stock Option Agreement (calculated on a fully diluted, as-converted basis) (the “Equity Floor”except as contemplated by this Agreement), then and further subject to applicable federal and state securities laws. In the event Executive elects to exercise either or both of the Options as to some or all of the shares prior to the date such shares are vested, such unvested shares will be subject to the right of the Company shall grant Executive an additional stock option (to repurchase the “Make-up Option”) exercisable shares at the original purchase price for such number of shares of shares, which repurchase right will lapse in accordance with the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Datevesting schedule described above.

Equity. (ai) Any Effective as of the Commencement Date, Employer will recommend to the Board that Employee be granted options (the “Subject Options”) to purchase shares of common stock of Pixel Group Holdings Inc. (the “Subject Stock”) pursuant to the. Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and all Stock Awards granted to Executive will continue an award agreement to be governed provided by Employer (the “Award Agreement”). The Plan and Award Agreement shall reflect the terms of the applicable Subject Options as set forth in this. Agreement. The Subject Options shall be granted no later than thirty (30) days following the Commencement Date. Employer represents and warrants that such Subject Stock will represent no less than 1.0% of the total authorized, issued and outstanding shares of any and all series and classes of capital stock option in Pixel Group Holdings Inc. (“Holdco”) as determined on a fully diluted basis as of the Commencement Date after taking into account the existence, exercise or issuance of any and equity incentive award plans or agreements all outstanding and grant notices. For purposes available classes of this Agreement, “Stock Awards” shall mean authorized shares of capital stock in Holdco and all stock options, warrants, restricted shares, convertible debts or other instruments of any kind or nature capable of being exchanged for securities or capital stock and restricted stock units and such other equity awards granted pursuant in Holdco (collectively “Holdco Stock”). Except following a termination by Employer for Cause or Employee’s breach of restrictive covenants, the Subject Options shall have a one-year period post-employment exercise period to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares subject to the New Option were extent vested and exercisable as of the date of grant termination (unless expressly provided otherwise). (ii) Subject to Employee’s continued employment on the applicable vesting date (unless expressly provided otherwise), the Subject Options shall have the following vesting terms: (A) 50% of the Subject Options shall be subject to time-vesting (the “Time Vesting Options”) whereby 25% of the Time Vesting Options shall vest on the one-year anniversary of the Commencement Date and the remaining 450,000 shares subject to 75% of the New Option Time Vesting Options shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by equal quarterly installments over the terms next 12 calendar quarters; and (B) 50% of the governing plan documents and option Subject Options shall vest when Providence Equity Partners L.L.C. (“PEP”) has received cash (or stock purchase agreement between Executive and the Company. cash equivalent) proceeds of a multiple equal to two times (b2.0 x) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) ExecutivePEP’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) total invested equity in Holdco Stock (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity FloorPerformance Vesting Options”), then the Company shall grant Executive an additional stock option . (the “Make-up Option”iii) exercisable for such number of shares One hundred percent (100%) of the Company’s capital stock as will result, immediately after such grant, Time Vesting Options shall accelerate and fully vest in the Executive Ownership Level being event of the occurrence of a Change in Control as defined under the Plan and including the direct or indirect purchase by a third party of 51% of Holdco Stock. (iv) In the event Employee’s employment with Employer is terminated by reason of Employee’s death, Disability, by Employer without Cause, or by Employee for Good Reason: (A) The Time Vesting Options that would otherwise have vested between the date of termination and the twelve month anniversary of the date of termination will accelerate and fully vest on the date of termination; and (B) The Performance Vesting Options shall remain outstanding for a one-year period following a termination by Employer without Cause or by Employee with Good Reason and shall vest if, during such one-year period, the applicable performance hurdle is satisfied. (v) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants all Subject Options, whether vested or unvested, will immediately be forfeited. (vi) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants, Employer will be entitled to repurchase any Subject Stock received upon exercise of the Subject Option at an amount equal to the Equity Floor. The “Adjustment Date” shall be the earliest lower of (xi) cost minus prior distributions and (ii) fair market value as of the date of the repurchase during the Restricted Period. (vii) Employee shall have the right to elect to require Employer to repurchase any Subject Stock at the lower of (i) cost minus prior distributions and (ii) the date upon which then fair market value of the Company consummates Subject Stock, each as and to the extent permitted under the Employer’s credit agreement as in effect at such time. Any such repurchase election must be made in writing within six (6) months following a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Datetermination hereunder.

Equity. (a) Any and all Stock Awards granted As a material inducement to Executive will continue to be governed by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to accept the Company’s stock option and equity incentive award plans or agreements and any shares offer of stock issued upon exercise thereof. In addition, as a new Stock Awardemployment, the Company has granted will recommend to the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, (by electronic unanimous written consent effective April 28, 2018i) an option to purchase 250,000 shares of common stock of the Company (the “New Hire Stock Option”) and (ii) a restricted stock unit award for 50,000 shares of common stock of the Company (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). As an additional 600,000 shares inducement that is material to the Executive’s employment with the Company, the New Hire Equity Awards will be granted to the Executive under the Company’s 2020 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). The New Hire Equity Awards will have the following terms: (A) Subject to the Executive’s continued employment and the terms of the Company’s common stockInducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the grant date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the fair market value closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as determined provided in Section 8(b) of this Agreement. (B) Subject to the Executive’s continued employment and the terms of the Company’s Inducement Plan and the applicable restricted stock unit award agreement entered into by the Board Executive and the Company pursuant to the Inducement Plan, the New Hire RSUs shall vest in four installments over four years, with one-fourth (1/4) of the New Hire RSUs vesting on each of the first anniversary date of the grant (date, the “New Option”), which vests as follows: 150,000 shares subject to the New Option were vested and exercisable as second anniversary date of the grant date, the third anniversary date of the grant date, and the remaining 450,000 shares subject to fourth anniversary date of the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs firstgrant date. The New Option Hire RSUs shall be governed subject to accelerated vesting of time-based vesting awards in all respects by connection with a termination of employment to the terms extent and as provided in Section 8(b) of the governing plan documents this Agreement. The New Hire Equity Awards and option any subsequently granted equity or stock purchase agreement between Executive and stock-based awards under the Company. (b) The Company also agrees that if before the Adjustment Date (’s equity incentive plans, including stock options and restricted stock unit awards, will be collectively referred to in this Agreement as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity FloorAwards.”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date.

Equity. Subject to approval by the Board, as soon as practicable following the Effective Date, the Company will grant you stock options to purchase a number of shares of the Company’s common stock representing 5.0% of the Company’s fully-diluted equity (reflecting all outstanding convertible preferred stock, warrants, options and other equity interests that are convertible into or exercisable for common stock on an as-converted and as-exercised basis) (“Fully Diluted”) with a purchase price determined by the Board on the date of grant (the “Initial Options”). The Initial Options will vest as follows: (a) Any 25% of the Initial Options will vest on the one-year anniversary of the Effective Date and all Stock Awards granted to Executive (b) the balance of the Initial Options will vest thereafter in approximately equal monthly installments for the next 36 months so that you would be fully vested on the four-year anniversary of the Effective Date, provided that you continue to serve as the Company’s CEO from the Effective Date through each such vesting date. The Initial Options will be governed by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this related Stock Option Agreement, “Stock Awards” shall mean all stock options, restricted stock the Equity Plan (as defined below) and restricted stock units the terms and such other equity awards granted pursuant to conditions approved by the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereofBoard. In addition, as and subject to approval by the Board or a new Stock Awardcommittee thereof, following the Effective Date, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option will periodically grant you additional stock options to purchase an additional 600,000 shares of the Company’s common stock, with at an exercise price equal to the fair market value as determined by the Board on the date of the grant or a committee thereof (the “New OptionReplenishment Options”), which vests as follows: 150,000 shares subject in order to maintain your ownership at approximately 5.0% on a Fully-Diluted basis until the Company has raised an aggregate of $200,000,000; provided, however, that the Board shall have no obligation to grant you additional stock options thereafter. The Replenishment Options will vest in 48 approximately equal monthly installments commencing on the applicable date(s) of grant; provided, that you continue providing services to the New Option were vested and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs firstCompany through each vesting date. The New Option shall Replenishment Options will be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive related award agreements, the Equity Plan and the Company. (b) The Company also agrees that if before terms and conditions approved by the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on Board or a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Datecommittee thereof.

Equity. (a) Any and all Stock Awards granted Avenue shall, within thirty (30) days after the Effective Date, issue to Executive will continue Licensor a number of shares of Avenue common stock (the “Common Stock”) equal to be governed by the terms fifteen percent (15%) of the applicable stock option Issued and equity incentive award plans or agreements Outstanding Equity Securities of Avenue, determined as of the Effective Date, subject to Licensor’s execution of a subscription agreement in the form attached hereto as Exhibit D (the “Subscription Agreement”). (b) Within sixty (60) days following enrollment of the eighth (8th) patient in the first Phase 1b/2a Clinical Trial in the United States, Avenue shall issue to Licensor a number of shares of Common Stock equal to four and grant notices. For purposes ninety-nine hundredths percent (4.99%) of the Issued and Outstanding Equity Securities of Avenue, as determined as of the Effective Date, subject to Licensor’s execution of the Subscription Agreement. (c) In connection with the issuance of the shares of Common Stock pursuant to this Agreement, “Stock Awards” Avenue and Licensor shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as enter into a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant registration rights agreement (the “New OptionRegistration Rights Agreement”)) in the form attached hereto as Exhibit E. For the avoidance of doubt, the Registration Rights Agreement shall provide for the registration of all shares of Common Stock issuable by Avenue to Licensor pursuant to this Agreement and any other shares of capital stock of Avenue distributed to Licensor as a result of their ownership thereof. (d) In the event that the shares of Common Stock cease to be traded on the NASDAQ Stock Market or another national securities exchange at any time following the Effective Date, Licensor shall have the right, which vests as follows: 150,000 shares subject shall not be exercised more than two (2) times, but not the obligation, to the New Option were vested and exercisable as cause Avenue to purchase or compensate Licensor for all or a portion of the date shares of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed Common Stock held by Licensor in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basisaccordance with this Section 6.7(d) (the “Executive Ownership LevelPut Right”) drops below 3.4% within thirty (calculated on a fully diluted30) days of such cessation of trading that is continuing, as-converted basis) (by providing Avenue with written notice of Licensor’s exercise of the “Equity Floor”)Put Right, then which notice must specify the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of Common Stock Licensor desires to sell (the Company’s capital stock as will result“Put Shares”). Provided that Licensor uses commercially reasonable efforts to sell all Put Shares at prevailing prices within the ninety (90)-day period following delivery of such notice, immediately after Avenue shall, upon the expiration of such grant, in the Executive Ownership Level being ninety (90)-day period: (i) purchase any remaining Put Shares held by Licensor at a price per share equal to the Equity Floor. The “Adjustment Date” greater of (A) the Price Per Share, or (B) $2.10 per share, provided in either case ((A) or (B)) that such purchase of Put Shares shall be paid solely in cash and shall be subject to the earliest execution of a customary purchase agreement with representations and warranties from Licensor limited to power, title and due authority; (ii) with respect to any Put Shares sold by Licensor during such ninety (90)-day period at a price of less than $2.10 per share, pay to Licensor a cash amount equal to difference between (A) the aggregate consideration Licensor would have received had all such Put Shares been sold at a price of $2.10 per share, and (B) the aggregate consideration actually received by Licensor for the sale of all such Put Shares; and (iii) reimburse Licensor for reasonable, documented, out-of-pocket expenses actually incurred by Licensor in connection with the sale of Put Shares during such ninety (90)-day period, up to a maximum of 6% of the aggregate consideration actually received by Licensor for the sale of such Put Shares. Notwithstanding the foregoing, Avenue shall have no liability to Licensor, and shall not be obligated to repurchase any shares, under this Section 6.7(d) if such repurchase would (x) the date upon which cause the Company consummates a Change to violate Section 160 of Control the Delaware General Corporation Law (as defined below), the “DGCL”) or (y) result in the date imposition of any liability on any director or officer of the Company consummates under Sections 172 or 174 of the DGCL. (e) For so long as Licensor holds shares of Common Stock greater than or equal to three percent (3%) of the Issued and Outstanding Equity Securities of Avenue as of any given time, Avenue shall, subject to the Observer, as defined herein, executing a confidentiality agreement with Avenue: (i) permit one (1) individual nominated by Licensor (the “Observer”) to attend all meetings of the Board of Directors of Avenue (excluding any committee or subcommittee meetings thereof); and (ii) concurrently with delivery to the Board of Directors of Avenue, give the Observer copies of all notices, minutes, consents, and other material that Avenue provides to its first firmly underwritten public offering directors, except that the Observer may be excluded from access to any material or meeting or portion thereof if the Board of its capital stock pursuant an effective registration statementDirectors of Avenue reasonably determines in good faith, upon advice of counsel, that such exclusion is reasonably necessary to preserve the attorney-client privilege, to protect highly confidential proprietary information, or (z) three (3) years after for other similar reasons. Upon reasonable notice and at a scheduled meeting of the Effective DateBoard of Directors of Avenue or such other time, if any, as the Board of Directors of Avenue may determine in its sole discretion, such Observer may address the Board of Directors of Avenue with respect to Observer’s concerns regarding significant business issues facing Avenue.

Equity. (ai) Any and all Stock Awards granted As a material inducement to Executive will continue entering into this Agreement and becoming an employee of the Company, subject to be governed approval by the terms of the applicable stock option and equity incentive award plans Compensation Committee or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares majority of the Company’s common stockindependent directors, on or reasonably promptly following the Effective Date, the Company will grant the Executive the following equity awards: (i) 2.4 million restricted stock units (the “Initial RSU Grant”) which will be subject to time-based vesting, with an exercise 1/3 of the Initial RSU grant vesting on the grant date and the remainder of the Initial RSU Grant vesting on a pro rata annual basis over the next two (2) years; and (ii) 1.6 million performance share units (the “Initial PSU Grant” or “Initial PSUs”) and, the Initial PSU Grant, together with the Initial RSU Grant, the “Initial Equity Grants”), subject to vesting upon the achievement of specified performance metrics described in this paragraph. The Initial PSU Grant shall vest as follows: 1/3 shall vest upon the achievement of a price for the Common Stock (the “Share Price”) equal to or exceeding $3.00 per share, 1/3 shall vest upon the fair market value achievement of the Share Price equal to or exceeding $4.50, and the final 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $6.00, in each case, the closing stock price for 20 consecutive trading days (each, a “20-Day Consecutive Share Price”) must equal or exceed the Share Price targets, and provided such Share Price is achieved prior to the fifth (5th) anniversary of the grant date of such Initial PSU Grant (each, an “Initial PSU Grant Vesting Date”). Notwithstanding the foregoing or any provision in the Agreement or 2020 Plan to the contrary, in the event of a Change of Control prior to an applicable Initial PSU Grant Vesting Date, the portion of the Initial PSUs that have achieved the applicable Share Price targets set forth in the Initial PSU Grant shall vest in accordance with the achievement of the applicable 20-Day Consecutive Share Price as described in this paragraph, except the applicable price per share in the applicable Change of Control transaction, as determined by the Board in its discretion, shall be substituted for the applicable 20-Day Consecutive Share Price to determine the number of Initial Grant PSUs that shall vest upon such a Change of Control. For the avoidance of doubt, any Initial PSUs that have not vested in accordance with this paragraph by such Change of Control shall be forfeited. The Executive must continue to have a service relationship with the Company on the date of applicable vesting dates to vest in any shares in the grant (the “New Option”), which vests as follows: 150,000 shares subject to the New Option were vested and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs firstInitial Equity Grants. This is a summary only. The New Option Initial Equity Grants shall be subject to, and governed in all respects by by, the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares conditions of the Company’s capital stock 2020 Equity Incentive Plan, as will resultmay be amended or restated from time to time (the “2020 Plan”), immediately after such grantand the applicable equity award agreements (collectively, in the Executive Ownership Level being equal to “Equity Documents”). To the extent there is any inconsistency between Section ​ ​ 5(c) or Section 6(a)(iii) of this Agreement, as applicable, and the Equity Floor. The “Adjustment Date” Documents, Section 5(c) or Section 6(a)(iii) of this Agreement, as applicable, shall govern. (ii) Commencing in 2024 performance year, at the discretion of the Board, Executive will be eligible for annual equity grants subject to such time and performance vesting as determined by the earliest Board or the Compensation Committee at the time of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Dategrant.

Equity. (a) Any and all Stock Awards granted Subject to Executive will continue to be governed approval by the terms Board of Directors of the applicable stock option Company (“the Board”) and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to Employee entering into the Company’s stock option and equity incentive award plans or agreements and any Restricted Stock Agreement, within sixty days following the Effective Date Employee will receive under the Viela Bio 2018 Equity Incentive Plan (the “Equity Plan”) a grant of 76,402 restricted shares of stock issued upon exercise thereof. In addition, as a new Stock Award, (the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018“Restricted Shares”) an option to purchase an additional 600,000 shares of the Company’s common stockstock par value $0.001 (“Common Stock”), which Restricted Shares are expected to represent approximately 0.24 percent of the Company’s fully-diluted equity on the date of grant; provided, however, that the number of Restricted Shares may be reduced if the Effective Date occurs after January 15, 2018, to reflect any additional vesting of Employee’s AstraZeneca plc equity awards. The Restricted Shares will vest in two annual installments on the first and second anniversaries of the grant date. Employee will have the choice to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) within thirty days following the grant date. Employee will be solely responsible for making any such election. (b) Subject to approval by the Board and Employee entering into the Company’s Stock Option Agreement (the “Option Agreement”), Employee will also be eligible for an option to purchase 120,000 shares of Common Stock (the “Option”) (which shares are expected to represent approximately 0.38 percent of the Company’s fully-diluted equity on the date of grant) to be granted under the Equity Plan with an exercise price equal to the fair market value of the Common Stock on the date of grant. The Option will be granted following the Company’s receipt of an independent third-party valuation and will vest over four years according to the following schedule: twenty-five percent of the Option shares will vest after one year and the remaining Option shares will vest in equal quarterly amounts over the next three years. (c) Employee may be eligible for future grants under the Equity Plan, as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares in its sole discretion. All equity awards may be subject to dilution following grant. As a condition to receiving the New Restricted Shares, the Option were vested and/or any other equity grants, Employee will be required to enter into (i) the Right of First Refusal and exercisable Co-Sale Agreement, to be dated as of the date of grant Effective Date, by and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then among the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares and certain stockholders of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of and (xii) the date upon which the Company consummates a Change Voting Agreement, to be dated as of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date, by and among the Company and certain stockholders of the Company.

Equity. (a) Any and all Stock Awards granted Subject to Executive will continue to be governed approval by the terms Board of Directors of the applicable stock option Company (“the Board”) and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to Employee entering into the Company’s stock option and equity incentive award plans or agreements and any Restricted Stock Agreement, within sixty days following the Effective Date Employee will receive under the Viela Bio 2018 Equity Incentive Plan (the “Equity Plan”) a grant of 127,661 restricted shares of stock issued upon exercise thereof. In addition, as a new Stock Award, (the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018“Restricted Shares”) an option to purchase an additional 600,000 shares of the Company’s common stockstock par value $0.001 (“Common Stock”), which Restricted Shares are expected to represent approximately 0.40 percent of the Company’s fully-diluted equity on the date of grant; provided, however, that the number of Restricted Shares may be reduced if the Effective Date occurs after January 15, 2018, to reflect any additional vesting of Employee’s AstraZeneca plc equity awards. The Restricted Shares will vest in two annual installments on the first and second anniversaries of the grant date. Employee will have the choice to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) within thirty days following the grant date. Employee will be solely responsible for making any such election. (b) Subject to approval by the Board and Employee entering into the Company’s Stock Option Agreement (the “Option Agreement”), Employee will also be eligible for an option to purchase 240,000 shares of Common Stock (the “Option”) (which shares are expected to represent approximately 0.76 percent of the Company’s fully-diluted equity on the date of grant) to be granted under the Equity Plan with an exercise price equal to the fair market value of the Common Stock on the date of grant. The Option will be granted following the Company’s receipt of an independent third-party valuation and will vest over four years according to the following schedule: twenty-five percent of the Option shares will vest after one year and the remaining Option shares will vest in equal quarterly amounts over the next three years. (c) Employee may be eligible for future grants under the Equity Plan, as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares in its sole discretion. All equity awards may be subject to dilution following grant. As a condition to receiving the New Restricted Shares, the Option were vested and/or any other equity grants, Employee will be required to enter into (i) the Right of First Refusal and exercisable Co-Sale Agreement, to be dated as of the date of grant Effective Date, by and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then among the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares and certain stockholders of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of and (xii) the date upon which the Company consummates a Change Voting Agreement, to be dated as of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date, by and among the Company and certain stockholders of the Company.

Equity. (a) Any Following the full execution of this Agreement and all Stock Awards granted prior to the Effective Date and subject to the final approval of the Board, the Executive will continue be granted an option to purchase 2,000,000 shares of the Company’s common stock with an exercise price per share equal to the fair market value as of the date of grant (the “CEO Option”). The CEO Option will be governed by subject to the terms of and contingent upon the applicable Executive’s execution of a stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted agreement issued pursuant to the Company’s 2022 Stock Option and Incentive Plan (the “Plan”); provided, however, and notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, in the event that the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason, in each case during the Change in Control Period (as defined below), all of the then-outstanding and unvested portion of the Executive’s stock option options and other stock-based awards that are subject solely to time-based vesting shall become fully vested and exercisable or nonforfeitable immediately as of the Date of Termination (as defined below). For the avoidance of doubt, (I) the forfeiture provisions upon a Change in Control described in the Plan shall not apply to the Executive’s equity incentive award plans awards that are subject to acceleration pursuant to this subsection, and (II) any stock options or agreements other stock-based awards that are subject to performance-based vesting that are granted to the Executive after the Effective Date shall not be subject to acceleration pursuant to this subsection, and the vesting and any shares acceleration of stock issued upon exercise thereofvesting of such awards (if any) will be addressed in the applicable award agreements. In addition, as a new Stock AwardSubject to the final approval of the Board, the Company has Executive will be granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 500,000 shares of the Company’s common stock, stock with an exercise price equal to the fair market value at the time of grant (the “CEO Milestone Equity”). Milestone Equity will vest upon achievement of each agreed milestone that will be set forth in the applicable equity agreement (the “CEO Milestone”). The parties agree that the CEO Milestone shall be proof of concept on one of the Company’s liver programs by end of 2027, as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares in its reasonable good faith discretion. The CEO Milestone Equity will be subject to the New Option were vested terms of, and exercisable as contingent upon the Executive’s execution of, a stock option agreement issued pursuant to the Plan. In the event of any discrepancy between this Agreement and the applicable stock option agreement, including, without limitation, with respect to the description of the date of grant CEO Milestones, the CEO Milestone Equity and the remaining 450,000 shares subject to CEO Option, the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as agreement will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Dategovern.

Equity. (a) Any and all Stock Awards granted to Executive will continue to be governed by A. To the extent applicable, the terms and conditions of the applicable stock option First Amended Northstar Healthcare, Inc. Stock Option Plan (the “Plan”) and equity incentive award plans or agreements the Stock Option Agreement(s) executed by Employee pursuant thereto (collectively the “Option Agreements”) are incorporated herein by reference and grant notices. For purposes shall survive the signing of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant . Pursuant to the Company’s stock option Plan and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In additionOptions Agreements, as a new Stock Award, the Company Employee has been granted Executive (by electronic unanimous written consent effective April 28, 2018) an option options to purchase an additional 600,000 a total of 1,500,000 shares of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant non-voting Common Stock (the “New OptionOptions”), which vests as follows: 150,000 shares subject to the New Option were vested and exercisable as . As of the date Separation Date, Employee shall have vested in options to purchase a total of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of 1,000,000 shares of the Company’s capital stock as will result, immediately after such grant, non-voting Common Stock (the “Vested Options”). 548,218 of the Vested Options may be exercised by Employee at a purchase price of CAD $1.87 per share and 451,782 of the Vested Options may be exercised by Employee at a purchase price of CAD $3.44 per share. Employee shall not be permitted to vest in any additional options or other forms of Company equity following the Separation Date. Employee shall retain the right to exercise the Vested Options during the ninety (90) day period following the Separation Date or the applicable time period set forth in the Executive Ownership Level being equal Plan and Option Agreements; otherwise, the Options shall terminate in accordance with the provisions of the Plan. Any part of the Options that are not vested as of the Separation Date shall be forfeited. The parties mutually agree that Employee shall forfeit any entitlement to the Equity FloorRSUs described in the last sentence of Section 4(c) of the First Amendment to the Employment Agreement. B. Employee holds 3,143,746 shares of common stock in Nobilis Health Corp. (the “Employee Common Shares”) some of which were issued pursuant to that certain Confidential Agreement by and between Northstar Healthcare Subco, LLC, Nobilis Health Corp., ▇▇▇▇▇ Health Corp., North American Laserscopic Institute, LLC, and various Athas Sellers, made effective June 30, 2015 (the “Confidential Agreement”). The All Employee Common Shares are subject to certain restrictions found in Section 2 of the Confidential Agreement (the “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined belowSales Restrictions”), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after . On the Effective Date, the Company agrees that the Sales Restrictions placed on the Employee Common Shares, are hereby removed and eliminated. The Company and Employee further agree that this Section constitutes an amendment of the Confidential Agreement to remove Section 2(a) through (h) as it applies to the Employee Common Shares, and it is the intent of the parties that no provision set forth in Section 2(a) through (h) of the Confidential Agreement shall constitute a restriction on Employee’s ability to transfer the Employee Common Shares. Moreover, Company agrees to work with Employee in good faith to remove all contractual lock-up legends on all of Employee’s stock as soon as possible. Notwithstanding anything herein, Employee shall remain subject to any trading or resale restrictions imposed under applicable U.S. and Canadian securities laws and regulations, and Employee hereby undertakes to comply in all respect with any such laws and regulations.

Equity. (ai) Any Effective as of the Commencement Date, Employer will recommend to the Board that Employee be granted options (the “Subject Options”) to purchase shares of common stock of Denzel Group Holdings Inc. (the “Subject Stock”) pursuant to the. Denzel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and all Stock Awards granted to Executive will continue an award agreement to be governed provided by Employer (the “Award Agreement”). The Plan and Award Agreement shall reflect the terms of the applicable Subject Options as set forth in this. Agreement. The Subject Options shall be granted no later than thirty (30) days following the Commencement Date. Employer represents and warrants that such Subject Stock will represent no less than 1.0% of the total authorized, issued and outstanding shares of any and all series and classes of capital stock option in Denzel Group Holdings Inc. (“Holdco”) as determined on a fully diluted basis as of the Commencement Date after taking into account the existence, exercise or issuance of any and equity incentive award plans or agreements all outstanding and grant notices. For purposes available classes of this Agreement, “Stock Awards” shall mean authorized shares of capital stock in Holdco and all stock options, warrants, restricted shares, convertible debts or other instruments of any kind or nature capable of being exchanged for securities or capital stock and restricted stock units and such other equity awards granted pursuant in Holdco (collectively “Holdco Stock”). Except following a termination by Employer for Cause or Employee’s breach of restrictive covenants, the Subject Options shall have a one-year period post-employment exercise period to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares subject to the New Option were extent vested and exercisable as of the date of grant termination (unless expressly provided otherwise). (ii) Subject to Employee’s continued employment on the applicable vesting date (unless expressly provided otherwise), the Subject Options shall have the following vesting terms: (A) 50% of the Subject Options shall be subject to time-vesting (the “Time Vesting Options”) whereby 25% of the Time Vesting Options shall vest on the one-year anniversary of the Commencement Date and the remaining 450,000 shares subject to 75% of the New Option Time Vesting Options shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by equal quarterly installments over the terms next 12 calendar quarters; and (B) 50% of the governing plan documents and option Subject Options shall vest when Infinite Equity Partners L.L.C. (“PEP”) has received cash (or stock purchase agreement between Executive and the Company. cash equivalent) proceeds of a multiple equal to two times (b2.0 x) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) ExecutivePEP’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) total invested equity in Holdco Stock (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity FloorPerformance Vesting Options”), then the Company shall grant Executive an additional stock option . (the “Make-up Option”iii) exercisable for such number of shares One hundred percent (100%) of the Company’s capital stock as will result, immediately after such grant, Time Vesting Options shall accelerate and fully vest in the Executive Ownership Level being event of the occurrence of a Change in Control as defined under the Plan and including the direct or indirect purchase by a third party of 51% of Holdco Stock. (iv) In the event Employee’s employment with Employer is terminated by reason of Employee’s death, Disability, by Employer without Cause, or by Employee for Good Reason: (A) The Time Vesting Options that would otherwise have vested between the date of termination and the twelve month anniversary of the date of termination will accelerate and fully vest on the date of termination; and (B) The Performance Vesting Options shall remain outstanding for a one-year period following a termination by Employer without Cause or by Employee with Good Reason and shall vest if, during such one-year period, the applicable performance hurdle is satisfied. (v) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants all Subject Options, whether vested or unvested, will immediately be forfeited. (vi) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants, Employer will be entitled to repurchase any Subject Stock received upon exercise of the Subject Option at an amount equal to the Equity Floor. The “Adjustment Date” shall be the earliest lower of (xi) cost minus prior distributions and (ii) fair market value as of the date of the repurchase during the Restricted Period. (vii) Employee shall have the right to elect to require Employer to repurchase any Subject Stock at the lower of (i) cost minus prior distributions and (ii) the date upon which then fair market value of the Company consummates Subject Stock, each as and to the extent permitted under the Employer’s credit agreement as in effect at such time. Any such repurchase election must be made in writing within six (6) months following a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Datetermination hereunder.

Equity. (a) Any and all Stock Awards granted to Executive will continue to be governed by In connection with the terms commencement of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this AgreementEmployee’s employment, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant subject to the Company’s stock option and equity incentive award plans or agreements and any shares approval of stock issued upon exercise thereof. In addition, as a new Stock Awardthe Compensation Committee of the Board, the Company has Employee shall be granted Executive (by electronic unanimous written consent effective April 28, 2018) an a stock option to purchase an additional 600,000 250,000 shares of Scholar Rock Holding Corporation’s (“SR Holding”) common stock (the Company’s common stock, with “Stock Option Award”) at an exercise price per share equal to the fair market value as determined by closing price of the Board SR Holding’s common stock on the Nasdaq Global Market on the date of grant (or if no closing market price is reported for such date, the grant closing market price on the immediately preceding date for which a closing market price is reported). The Stock Option Award will vest with respect to 25% of the shares of SR Holding common stock underlying the Stock Option Award on the first anniversary of the Effective Date (the “New OptionVesting Commencement Date”), which vests as follows: 150,000 and the remaining 75% of the shares of SR Holding common stock underlying the Stock Option Award shall vest in 12 equal quarterly installments following the Vesting Commencement Date, subject to the New Employee’s continued full-time employment with SR Holding through each applicable vesting date. The Stock Option were vested Award will be subject to all terms and exercisable conditions and other provisions set forth in the Scholar Rock Holding Corporation’s 2018 Stock Option and Incentive Plan (as amended and/or restated from time to time) and a separate agreement for the Stock Option Award (such agreement, with the 2018 Stock Option and Incentive Plan, the “Equity Documents”) which the Employee will be required to sign as a condition to receiving the Stock Option Award. The Employee may also be eligible to receive future equity awards, in the sole discretion of the Board or the Compensation Committee of the Board. It is acknowledged and agreed that as of the date of grant Effective Date, the Employee will cease vesting in the equity awards that the Employee received in connection with his Board service (the “Director Awards”, together with the applicable underlying equity award agreements and equity plan(s), the remaining 450,000 shares “Director Award Documents”), notwithstanding anything to the contrary in the Director Award Documents. Further, and notwithstanding anything to the contrary in the Director Award Documents, the Company shall, subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms approval of the governing plan documents and option Board or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares Compensation Committee of the Company’s capital stock as will resultBoard, immediately after such grant, in extend the Executive Ownership Level being equal exercise period with respect to the Equity Floor. The “Adjustment Date” shall be vested portion of the earliest Director Awards until the earlier of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (zi) three (3) years months after the Effective DateEmployee’s service relationship with the Company ends, or (ii) the expiration date for such vested stock options as provided in the applicable Director Award Documents (the “Extended Exercise Period”). Except as expressly stated herein, all other terms of the Director Award Documents remain in full force and effect.

Equity. (a) Any Subject to approval of the Board or an appropriate committee thereof, and all Stock Awards granted pursuant to Executive will continue to be governed by the terms of the applicable Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “Plan”): (i) On the Commencement Date or as soon as practicable thereafter, Company shall grant Executive an option (the “First Option”) to purchase a number of shares of common stock option of Company which, when combined with the number of shares or options to acquire shares currently held by Executive, shall represent Four Percent (4%) of the fully-diluted outstanding common stock of Company immediately following the consummation of the merger of Company and equity incentive award plans or agreements and grant notices. For Ruthigen, Inc. (the “Merger”) (for purposes of this Agreementsection, “Stock Awardsfully-diluted” shall mean assumes exercise of all stock optionsoutstanding options and warrants other than the contingent investor warrants, restricted stock and restricted stock units and such other the issuance of all shares reserved for issuance under all outstanding equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In additionplans), as at a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an per share exercise price equal to the fair market value Fair Market Value (as determined by defined in the Board Plan) of Company’s common stock on the date of the grant (the “New Option”)grant, which vests First Option shall be, to the maximum extent permissible, treated as follows: 150,000 an “incentive stock option” within the meaning of Section 422 of the Code. Twenty five percent (25%) of the shares subject to the New First Option were vested shall vest on the grant date, and exercisable the remaining Seventy Five Percent (75%) of the shares shall vest in equal installments on the last day of each of the forty eight (48) successive months thereafter, provided that Executive remains employed by Company on the vesting date, except as otherwise set forth herein or in the Plan. The First Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and Company’s standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant and except as otherwise provided in the remaining 450,000 shares subject to stock option agreement or the New Option shall vest 1/48th per month Plan. (ii) On the Commencement Date or as measured from April 16soon as practicable thereafter, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Second Option”) exercisable for such to purchase a number of shares of common stock of Company which represent One Percent (1%) of the Company’s capital fully-diluted outstanding common stock as will resultof Company following the consummation of the Merger (for purposes of this section, immediately after such grant“fully-diluted” assumes exercise of all outstanding options and warrants other than the contingent investor warrants, in and the Executive Ownership Level being issuance of all shares reserved for issuance under all outstanding equity plans), at a per share exercise price equal to the Equity FloorFair Market Value (as defined in the Plan) of Company’s common stock on the date of grant, which Second Option shall be, to the maximum extent permissible, treated as an “incentive stock option” within the meaning of Section 422 of the Code. The “Adjustment Date” shall be In the earliest of event that: (xA) the date upon Merger is successfully consummated; and (B) within eighteen (18) months following the Merger: (1) Company enters into a transaction in which the Company consummates a Change shall receive net proceeds of Control at least Fifteen Million Dollars (as defined below), (y$15,000,000) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statementguaranteed non-dilutive funding, or (z2) three Company consummates an in-license of a post-IND clinical stage asset under terms approved by the Board, then the Second Option shall fully vest on the date that the closing of the earlier milestone described in (3B)(1) or (B)(2) occurs, provided that Executive remains employed by Company on the vesting date, except as otherwise set forth herein or in the Plan. The Second Option shall be evidenced in writing by, and subject to the terms and conditions of, the Plan and Company’s standard form of stock option agreement, which agreement shall expire on the earlier of (i) eighteen (18) months following the Merger if neither of the above-referenced milestones have been achieved, or (ii) ten (10) years after from the Effective Datedate of grant, except as otherwise provided in the stock option agreement or the Plan.

Equity. (a) Any The Executive shall be granted an equity interest in IBC at the same time as all other Persons who, or which, are to be equity holders of IBC in accordance with the Plan receive their equity in IBC, subject to the Executive's rights in such equity interest being subject to vesting (and acceleration in vesting) as set forth herein; provided that if no new or additional equity in IBC is to be issued on the Emergence Date to any Person (other than the Executive) in accordance with the Plan, then the Executive's equity interest in IBC shall be granted on the Emergence Date. At such time, the Executive shall receive from IBC a grant of Capital Stock and options to purchase Capital Stock (the "Options") as provided in this Section 7 (the "Post Emergence Equity Award"). The aggregate number of shares of Capital Stock comprising the Post Emergence Equity Award (as shares of Capital Stock and as shares of Capital Stock underlying the Options) shall be equal to two percent (2%) of the number of shares of Capital Stock issued and outstanding on the Emergence Date, after giving effect to the issuances of Capital Stock to the Executive and the issuances of Capital Stock (if any) to all other post-emergence Capital Stock holders, and calculated on a fully diluted basis (taking into account all classes of capital stock and all securities convertible, exchangeable or exercisable into Capital Stock Awards granted (collectively, "Rights"), whether or not at the time convertible, exchangeable or exercisable). Fifty percent (50%) of the Post Emergence Equity Award shall be in the form of a grant of shares of Capital Stock and fifty percent (50%) of the Post Emergence Equity Award shall be in the form of Options. Twenty five percent (25%) of the number of shares of Capital Stock and twenty five percent (25%) of the Options comprising the Post Emergence Equity Award shall vest (and, in the case of Options, become exercisable) immediately upon the grant to the Executive will continue to be governed of the Post Emergence Equity Award. The remaining unvested shares of Capital Stock and Options comprising the Post Emergence Equity Award shall, so long as the Executive's employment by the terms Company or an Affiliate thereof continues, vest (and, in the case of Options, become exercisable) pro rata on a monthly basis over a thirty-six (36) month period beginning with the last day of the applicable stock option and equity incentive award plans or agreements and grant noticesmonth in which the Emergence Date occurs. For purposes of this AgreementOnce vested, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereofCapital Stock and Options shall be nonforfeitable in all circumstances. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an The exercise price per share of Capital Stock underlying the Options shall be equal to the fair market value per share of Capital Stock (determined, in the case of Capital Stock which is publicly traded on an established securities market or exchange, as the average of the closing prices per share for such Capital Stock for the five (5) trading days first occurring within thirty (30) days following the Emergence Date as reported on the securities exchange on which such Capital Stock is listed for trading, or if not so listed, in the over the counter market, and, if the Capital Stock is not so publicly traded within a thirty (30) day period following the Emergence Date, determined in good faith by the Board on in accordance with the date requirements for determining such value as set forth in the regulations, and in the rulings, notices and other guidance issued by the Internal Revenue Service, under section 409A of the grant (the “New Option”Code), which vests as follows: 150,000 shares subject . Subject to the New Option were vested and exercisable as next sentence, all Options comprising part of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16Post Emergence Equity Award shall, 2018upon vesting, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number a period of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of ten (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (310) years after the Effective date of grant. After termination of the Executive's employment for any reason, all Options (to the extent vested) shall be exercisable for a period equal to the lesser of (i) two (2) years beginning on the applicable Termination Date and (ii) the period of time remaining until the tenth (10th) anniversary of the Emergence Date. The Post Emergence Equity Award shall be entitled to the following anti-dilution protection until the first (1st) anniversary date of the Emergence Date: in the event that IBC shall issue additional shares of Capital Stock and/or Rights to any Person, it shall also simultaneously issue additional shares of Capital Stock (and/or Options in the case of the issuance of Rights) to the Executive (for nominal consideration in the case of shares of Capital Stock) in order to fully maintain the Executive's fully diluted two percent (2%) interest in the Capital Stock, calculated as aforesaid. (b) Upon issuance to the Executive, the Capital Stock and the Capital Stock underlying the Options comprising the Post Emergence Equity Award shall be effectively registered on Form S-8 (or the successor to such Form) under the Securities Act of 1933, as amended (the "Securities Act"), which registration statement shall contain all of the provisions necessary to permit the resale to the public by the Executive of such Capital Stock and Capital Stock acquired by him pursuant to the exercise of such Options; provided that if for any reason such Form is not available for such purpose and the Executive is unable to sell publicly all of the shares of Capital Stock comprising the Post Emergence Equity Award within ninety (90) days after the issuance of the Post Emergence Equity Award to the Executive pursuant to Rule 144 under the Securities Act, IBC shall promptly use its commercially reasonable efforts to register the resale of the Capital Stock comprising and underlying the Post Emergence Equity Award on the appropriate registration statement under the Securities Act. The Executive shall also be granted "piggy-back" registration rights at IBC's expense and otherwise commensurate with any such rights granted to other holders of the Company's equity as and when so granted in connection with IBC's emergence from bankruptcy. (c) The Executive shall be prohibited from selling in the public markets shares of Capital Stock comprising and underlying the Post Emergence Equity Award until twelve (12) months after the grant date of the Post Emergence Equity Award, except that the Executive may sell shares in such markets (and otherwise) attributable to the Post Emergence Equity Award with an aggregate market value at the time of such sale equal to the amount of any tax liability he incurs in connection with the grant and/or vesting of such award that is not satisfied through the withholding of shares of Capital Stock by IBC upon the grant of such award in accordance with subsection 19(j) below, including any tax liability incurred in connection with the sale(s) permitted by this subsection (c). (d) Notwithstanding anything in this Agreement to the contrary, the Executive does not have any right or interest in and to the Post Emergence Equity Award or any value with respect thereto in the event that the Emergence Date does not occur during the Term; provided that notwithstanding the foregoing and notwithstanding anything in this Agreement to the contrary, the Executive shall be granted the Post Emergence Equity Award at the time otherwise required pursuant to subsection 7(a) above in the event that the Executive's employment is terminated hereunder at any time within sixty (60) days prior to the Emergence Date by the Company without Cause or by the Executive as a result of a Constructive Termination Without Cause. In such circumstances, the Post Emergence Equity Award shall be fully vested upon grant and shall otherwise have the terms and conditions applicable to the Post Emergence Equity Award provided in this Section 7.

Equity. (a) Any and all Stock Awards granted Subject to Executive will continue to be governed final approval by the terms of Board promptly on or after the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock AwardEffective Date, the Company has granted Executive shall grant Executive: (by electronic unanimous written consent effective April 28, 2018i) Time-Based Vesting Option Award: an option to purchase an additional 600,000 72,500 shares of the Company’s common stockCommon Stock, par value $0.001 per share (“Shares”) with an exercise price per Share equal to the fair market value as determined closing trading price per share of the Company’s common stock on the Nasdaq Global Market (“FMV”) on the date the grant is approved by the Board on the date of the grant (the “New Option"Grant Date”), which vests as follows: 150,000 shares subject to the New Option were vested terms of and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or contingent upon Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by execution of a stock option award agreement issued pursuant to and under the terms of the governing plan documents Axcella Health Inc. 2019 Stock Option and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (Incentive Plan, as defined below) and prior amended from time to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) time (the “Stock Plan”). To the extent permitted by law and subject to Board approval, this Time-Based Vesting Option Award shall be granted in the form of an incentive stock option meeting the requirements of Section 422 of the Code except to the extent that Executive Ownership Level”) drops below 3.4directs that the Time-Based Vesting Option Award be granted in whole or in part in the form of a non-qualified stock option. Subject to final approval by the Board, the Time-Based Vesting Option Award shall vest 25% (calculated on the first anniversary of the Effective Date, respectively, thereafter the remaining 75% of the Time-Based Vesting Option Award shall vest in equal installments on a fully dilutedquarterly basis on the last day of each complete quarter over a period of three years following such first anniversary, as-converted basis) (the “Equity Floor”), then provided that Executive remains employed by the Company shall grant Executive on each vesting day. (ii) Performance Option Award # 1: an additional stock option (the “Make-up Option”) exercisable for such number of to purchase 25,000 shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being Shares with an exercise price per Share equal to the Equity FloorFMV on the Grant Date, subject to the terms of and contingent upon Executive’s execution of a stock option award agreement issued pursuant to and under the terms of the Stock Plan. The “Adjustment Date” To the extent permitted by law and subject to Board approval, this Performance Option Award #1 shall be granted in the earliest form of an incentive stock option meeting the requirements of Section 422 of the Code except to the extent that Executive directs that this Performance Option Award be granted in whole or in part in the form of a non-qualified stock option. Subject to final approval by the Board, this Performance Option Award #1 shall vest over a period of eight quarters (xon the last day of each complete quarter) with vesting beginning on the date upon which that the Company consummates a Change of Control closes one or more financings that raises sufficient capital, as determined by the Board, to fund the Board approved corporate budgets for 2020 and 2021, which budgets will be set at such time as the Board deems appropriate (as defined belowand which may be updated by the Board during the years in question), (y) provided that the date Executive remains employed by the Company consummates its first firmly underwritten public offering on each such vesting date. (iii) Performance Option Award #2: an option to purchase 25,000 shares of its capital the Company’s Shares with an exercise price per Share equal to the FMV on the Grant Date, subject to the terms of and contingent upon Executive’s execution of a stock option award agreement issued pursuant to and under the terms of the Stock Plan. To the extent permitted by law and subject to Board approval, this Performance Option Award #2 shall be granted in the form of an effective registration statementincentive stock option meeting the requirements of Section 422 of the Code except to the extent that Executive directs that this Performance Option Award #2 be granted in whole or in part in the form of a non-qualified stock option. Subject to final approval by the Board, or this Performance Option Award #2 shall vest over a period of eight quarters (zon the last day of each complete quarter) three (3) years after with vesting beginning when and if the Effective DateBoard determines that the Company has ended 2021 with cash balance sufficient to fund the Board approved budget for 2022, provided that the Executive remains employed by the Company on each such vesting date.

Equity. (a) Any and all Stock Awards granted Subject to Executive will continue to be governed by the terms approval of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares Board of stock issued upon exercise thereof. In additionDirectors (the “Board”), Consultant will be granted, as a new Stock Awardpromptly as practicable following the Company’s first 409A valuation approved by the Board following the Effective Date. an option to purchase 505,366 shares, which is equal to [***] of the Company’s fully-diluted issued and outstanding shares as of the date of this Agreement (the “Option”). The shares subject to the Option shall vest as follows: (i) 416,184 shares, which represent [***] of the Company’s fully diluted issued and outstanding shares, shall vest in 48 equal monthly installments on the first day of each month following the Effective Date, subject to Consultant’s continuous service relationship with the Company on each applicable vesting date (the “Time Vesting Option”) and (ii) 89,182 shares, which represent [***] of the Company’s fully-diluted issued and outstanding shares, shall vest upon the Company’s completion of the first milestone of an [***] sponsored research program (the “Performance Condition”), subject to Consultant’s continuous service relationship with the Company through the date the Performance Condition is satisfied (the “Performance Vesting Option”). If, upon the satisfaction of the Performance Condition, 89,182 shares represents less than [***] of the Company’s fully-diluted issued and outstanding shares, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) shall issue to Consultant an option to purchase an additional 600,000 number of shares such that total number of shares subject to the Performance Vesting Option equals [***] of the Company’s common stockfully-diluted issued and outstanding shares on the date the Performance Condition is satisfied. Notwithstanding anything to the contrary in this Section 4, with an in the event that (a) the Company consummates a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan), the Option shall vest and become fully exercisable immediately prior to the consummation of such transaction and (b) in the event Consultant’s Services are terminated pursuant to clause (ii) or clause (vi) of Section 6 hereof, the Time Vesting Option shall accelerate [***] subject in each case to Consultant’s execution of a standard release in favor of the Company, which release does not impose any restrictive covenants on Consultant beyond those already reflected in this Agreement. The exercise price per share of the Option will be equal to the fair market value per share of the Company’s common stock on the date the Option is granted, as determined by the Board on in good faith based upon the date of the grant (the “New Option”), which vests as follows: 150,000 shares subject to the New Option were vested and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or ExecutiveCompany’s employment ends, whichever occurs firstmost recent 409A valuation report. The New Option shall will be governed subject in all respects to the Company’s stock plan and the associated stock option agreement provided by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity FloorDocuments”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares . Any vested portion of the CompanyOption shall remain exercisable until the Option’s capital stock as will resultexpiration date, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” which shall be the earliest of (x) [***] from the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Dategrant.

Equity. (a) Any and all Stock Awards granted As a material inducement to Executive will continue to be governed by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to accept the Company’s stock option and equity incentive award plans or agreements and any shares offer of stock issued upon exercise thereof. In addition, as a new Stock Awardemployment, the Company has granted will recommend to the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, (by electronic unanimous written consent effective April 28, 2018i) an option to purchase 100,000 shares of common stock of the Company (the “New Hire Stock Option”) and (ii) a restricted stock unit award for 45,000 shares of common stock of the Company (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). As an additional 600,000 shares inducement that is material to the Executive’s employment with the Company, the New Hire Equity Awards will be granted to the Executive under the Company’s 2020 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). The New Hire Equity Awards will have the following terms: (i) Subject to the Executive’s continued employment and the terms of the Company’s common stockInducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the grant date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The New Hire Stock Option will have an exercise price equal to the fair market value closing price of a common share of the Company on the Nasdaq Global Select Market on the grant date. The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a termination of employment to the extent and as determined provided in Section 8(b) of this Agreement. (ii) Subject to the Executive’s continued employment and the terms of the Company’s Inducement Plan and the applicable restricted stock unit award agreement entered into by the Board Executive and the Company pursuant to the Inducement Plan, the New Hire RSUs shall vest in four installments over four years, with one-fourth (1/4) of the New Hire RSUs vesting on each of the first anniversary date of the grant (date, the “New Option”), which vests as follows: 150,000 shares subject to the New Option were vested and exercisable as second anniversary date of the grant date, the third anniversary date of the grant date, and the remaining 450,000 shares subject to fourth anniversary date of the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs firstgrant date. The New Option Hire RSUs shall be governed subject to accelerated vesting of time-based vesting awards in all respects by connection with a termination of employment to the terms extent and as provided in Section 8(b) of the governing plan documents this Agreement. The New Hire Equity Awards and option any subsequently granted equity or stock purchase agreement between Executive and stock-based awards under the Company. (b) The Company also agrees that if before the Adjustment Date (’s equity incentive plans, including stock options and restricted stock unit awards, will be collectively referred to in this Agreement as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity FloorAwards.”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date.

Equity. (a) Any Subject to the approval of the Compensation Committee, the terms, conditions and all restrictions of the Stock Awards granted to Executive will continue Plan (as defined below) and the incentive stock option agreement (a form of which is attached hereto as Exhibit A) and the non-qualified stock option agreement (a form of which is attached hereto as Exhibit B) to be governed executed by Executive and the terms of Company (collectively the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock AwardOption Agreements”), the Company has granted will grant Executive (by electronic unanimous written consent effective April 28, 2018) as of the Effective Date an option to purchase an additional 600,000 500,000 shares of the Company’s common stock, with stock at an exercise price per share equal to the fair market value as determined by the Board of such stock on the date of Effective Date, with such options granted as incentive stock options to the grant maximum extent possible (the “New Initial Option”), which vests as follows: 150,000 shares subject to the New Option were vested and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. . (b) The Company also agrees that if before Contingent upon the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control Conditions (as defined below), as of each Annual Determination Date in the years 2003, 2004, 2005 and 2006, the Company will grant Executive an option to purchase 125,000 shares of the Company’s common stock at an exercise price per share at least equal to the fair market value of such stock on the date of the grant, with such option granted as an incentive stock option to the maximum extent possible (yeach an “Anniversary Option”). Each proposed Anniversary Option will be contingent upon satisfaction of all of the following “Conditions”: (i) Executive’s continued employment hereunder as the Company’s Chief Executive Officer through the date of the grant; and (ii) the approval of the Compensation Committee. Each Anniversary Option that is granted (other than the grant made in 2006) will be fully vested and exercisable one year after the date it is granted, provided that Executive satisfies certain financial and business objectives as determined by the Compensation Committee in its sole discretion for such one-year period, and will vest, in any event, on the day in 2007 which is an anniversary date of the grant date for such option. The Anniversary Option that is granted in 2006 will be fully vested and exercisable one year after the date it is granted. All Anniversary Options shall be subject to the requirement that Executive remains employed with the Company consummates its first firmly underwritten public offering during the vesting periods and shall be subject to the terms, conditions and restrictions of its capital the Second Amended and Restated 1995 Stock Plan, as the same may be amended or amended and restated from time to time (the “Stock Plan”)) and the Company’s standard stock pursuant option agreement in effect at the time the Anniversary Option is granted. (c) The Initial Option will receive accelerated vesting under certain circumstances as set forth in the applicable Option Agreements notwithstanding anything to the contrary in this Agreement and the terms of the Anniversary Options regarding such accelerated vesting will be the same as those stated in the Option Agreements (with such changes as may be necessary to give effect to Section 4.7(b)). (d) Executive acknowledges that if his employment with the Company terminates and he continues thereafter to maintain a business relationship with the Company, any incentive stock options that have been granted to him by the Company may cease to qualify as incentive stock options and that the Company may withhold from Executive’s wages or other remuneration an effective registration statementamount of tax required by law, rule, regulation or (z) three (3) years after court order to be withheld, if any, in connection with the Effective Dateexercise of such options; provided, however, that prior to any such withholding the Executive shall be given an opportunity to make alternate arrangements for the provision of such tax amounts to the Company.

Equity. (a) Any and Subject to final approval by the Board, receipt of all Stock Awards granted to Executive will continue other required approvals to be governed by secured contemporaneously and your acceptance of this Agreement, you shall be granted 2,316,554 Incentive Stock Options, which equals 1% of the Company’s currently outstanding equity on a fully-diluted basis as of the date hereof, (the “Equity Award”). The Equity Award shall be subject to the terms and conditions set forth in the equity option plan ▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFA May 14, 2018 and the Company’s standard form agreement for the award of Incentive Stock Options (the “Grant Agreement”). The Incentive Stock Options will be issued with a Strike Price determined in accordance with the terms of the applicable stock option and equity incentive award plans or agreements and grant noticesplan. For purposes of this Agreement, “Stock Awards” The Equity Award shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant be subject to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares four- year vesting schedule in which 25% of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares Incentive Stock Options subject to the New Option were vested and exercisable as Equity Award shall vest on the one-year anniversary of the date of grant Start Date and the remaining 450,000 shares remainder shall vest on a monthly basis over the following 36 months, subject to continued employment. Notwithstanding the above, in the event that the Company terminates your employment without Cause or you resign with Good Reason (both as defined in the Grant Agreement), within 12 months following a Sale of the Company (as defined in the Grant Agreement), you shall immediately vest in all Incentive Stock Options subject to the New Option shall vest 1/48th per month as measured from April 16Equity Award. (b) The Board may also, 2018in its discretion, until such shares are fully vested or Executive’s employment ends, whichever occurs firstaward you additional Incentive Stock Options subject to time based and/or performance based vesting. The New Option terms of the equity incentive plan and any associated award agreement (collectively the “Equity Documents”) shall be governed apply to any equity grant. In the event of any conflict between the terms set forth in all respects by this Agreement and the terms of the governing plan documents and option or stock purchase agreement between Executive and Equity Documents, the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares terms of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” Documents shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Datecontrol.

Equity. (a) Any and all Stock Awards granted to Executive will continue to be governed by the terms The Chairman of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant Board will recommend to the Company’s stock option and equity incentive award plans or agreements and any shares Board of stock issued upon exercise thereof. In addition, as Directors of the Parent (the “Board”) that Executive receive a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option grant of options to purchase an additional 600,000 500,000 shares of the Company’s common stockCommon Stock of the Parent (the “Options”). If granted, with the Options shall have an exercise price equal to the fair market value closing price of Parent's common stock on the trading day that such Options are issued. 250,000 of these Options shall vest over a four-year period, with 25% of such options vesting on the anniversary of the grant date, and the remaining 75% vesting in 12 tranches each three months thereafter. 250,000 of these options shall vest over a four-year period, with 25% vesting on each anniversary date of grant, provided that the stock performance metric set forth in Exhibit A attached hereto (the “Stock Performance Metric”) has been achieved, as determined by the Board in its sole reasonable discretion. The Options shall be subject, in all respects, to (i) the Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan (the “Plan”), and (ii) an Incentive Stock Option Agreement to be entered into by the Parent and the Executive. The Chairman of the Board will recommend to the Board that Executive receive a grant of 250,000 shares of restricted common stock of the Parent (the “Restricted Stock”). If granted, these shares of the Restricted Stock shall vest over a four-year period in for equal amounts beginning on the first anniversary after the date of issuance, provided that the grant Stock Performance Metric has been achieved, as determined by the Board in its sole reasonable discretion. The Restricted Stock shall be subject, in all respects, to (i) the Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan (the “New OptionPlan”), which vests as follows: 150,000 shares subject and (ii) a Restricted Stock Agreement to be entered into by the New Option were vested and exercisable as of the date of grant Parent and the remaining 450,000 shares subject to Executive. In the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or event of termination of Executive’s employment endsdue to death, whichever occurs first. The New Option any unvested Options or Restricted Stock granted under this Agreement shall be governed in all respects by the terms of the governing plan documents become fully vested and option not subject to forfeiture or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Daterepurchase.

Equity. The Parties acknowledge and agree that Executive is party to award agreements (athe “Award Agreements”) Any and all Stock Awards granted pursuant to Executive will continue to be governed by the terms of the applicable Company’s 2006 Performance Incentive Plan (the “2006 Plan”) and the 2014 Performance Incentive Plan (together with the 2006 Plan, the “Plans”) under which he has been granted (i) stock option and equity incentive award plans or agreements and grant notices. For purposes options to purchase shares of this Agreementcommon stock of the Company (the “Options”), “Stock Awards” shall mean all stock options, restricted stock and (ii) time-vesting restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New OptionRSUs”) and (iii) performance-vesting restricted stock units with a three-year performance period (the “3-Year PSUs”) and performance-vesting restricted stock units with a one-year performance period (the “1-Year PSUs”, and together with the 3-Year PSUs, the “PSUs”). All Options, which vests as follows: 150,000 shares subject to RSUs and PSUs (and the New Option were vested and exercisable dividend equivalents credited thereon) held by Executive as of the date hereof are set forth on Exhibit B attached hereto. In further consideration of grant the terms, representations, and releases in this Agreement, and subject to Executive’s compliance with Sections 6(b) and (c) of the Prior Agreement, the Company agrees that: a. in accordance with, and subject to the terms and conditions of the applicable Award Agreements and Plans, all outstanding Options held by Executive as of the Separation Date shall vest and become exercisable upon the Separation Date to the extent not already vested and exercisable, and Executive shall be entitled to exercise all such Options for nine (9) months following the Separation Date. Following such exercise period all Options held by Executive shall terminate. b. in accordance with, and subject to the terms and conditions of the applicable Award Agreements and Plans, all RSUs shall vest upon the Separation Date, except the ▇▇▇▇ ▇▇▇▇ scheduled to vest on February 2, 2018, which RSUs and related dividend equivalents shall terminate as of the Separation Date. c. in accordance with, and subject to the terms and conditions of the applicable Award Agreement and the 2006 Plan, the 3-Year PSUs granted to Executive in 2014 (and dividend equivalents credited thereon) shall remain outstanding pending the determination by the Compensation Committee as to whether the Company has attained the pre-established performance goals (the “Committee Determination”) for the performance period ending December 31, 2016, and shall vest (if at all) based upon the achievement of such goals. In accordance with the Prior Agreement, the Company agrees that the 1-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall remain outstanding pending the Committee Determination for the performance period ending December 31, 2015, and shall vest (if at all) based upon achievement of such goals. In accordance with the Prior Agreement, the 3-Year PSUs granted to Executive in 2015 (and dividend equivalents credited thereon) shall remain outstanding pending the Committee Determination for the performance period ending December 31, 2017, and 5/6ths of such 3-Year PSUs (and dividend equivalents credited thereon) shall vest (if at all) based upon achievement of such goals and the remaining 450,000 shares subject to the New Option 1/6th of such 3-Year PSUs and related dividend equivalents shall vest 1/48th per month terminate as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date.

Equity. (a) Any and all Stock Awards granted Subject to Executive will continue to be governed approval by the terms of Board promptly on or about the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock AwardEffective Date, the Company has granted Executive shall grant Executive: (by electronic unanimous written consent effective April 28, 2018i) an option to purchase an additional 600,000 250,000 shares of the Company’s common stockCommon Stock (“Option Award”), par value $0.001 per share (“Shares”); (ii) a performance-based option to purchase 25,000 Shares with vesting on determination by the Compensation Committee that 50% of patients are dosed in study AXA1125-101 (“AXA1125 Performance Option Award”), provided that Executive remains employed by the Company on the vesting day; (iii) a performance-based option to purchase 25,000 Shares with vesting on determination by the Compensation Committee that 50% of patients were dosed in study AXA1665-101 (“AXA1665 Performance Option Award”), provided that Executive remains employed by the Company on the vesting day; and (iv) a performance-based option to purchase 25,000 Shares with vesting on determination by the Compensation Committee that the Company has exceeded its pipeline goals in 2021 (“Pipeline Performance Option Award,” together with the AXA1125 Performance Option Award and the AXA1665 Performance Option Award, the “Performance Option Awards,” and each a “Performance Option Award”), provided that Executive remains employed by the Company on the vesting day; with an exercise price per Share equal to the fair market value as determined closing trading price per share of the Company’s common stock on the Nasdaq Global Market (“FMV”) on the date the grant is approved by the Board on the date of the grant (the “New OptionGrant Date”), which vests as follows: 150,000 shares such Option Award and Performance Option Awards conditioned on Executive’s execution of this Agreement, and subject to the New Option were vested terms of and exercisable as of the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or contingent upon Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by execution of a stock option award agreement issued pursuant to and under the terms of the governing plan documents Axcella Health Inc. 2019 Stock Option and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (Incentive Plan, as defined below) and prior amended from time to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) time (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity FloorStock Plan”). To the extent permitted by law and subject to Board approval, then the Company Option Award and any Performance Option Award shall grant Executive be granted in the form of an additional incentive stock option (meeting the “Make-up Option”) exercisable for such number requirements of shares Section 422 of the Company’s capital stock as will result, immediately after such grant, Code except to the extent that Executive directs that the Option Award or any Performance Option Award be granted in whole or in part in the Executive Ownership Level being equal form of a non-qualified stock option. Subject to final approval by the Equity Floor. The “Adjustment Date” Board, the Option Award shall be vest 25% on the earliest first anniversary of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date, and the remaining 75% of the Option Award shall thereafter vest in equal installments on a quarterly basis on the last day of each complete quarter over a period of three years following such first anniversary, provided that Executive remains employed by the Company on each vesting day. With respect to the AXA1125 Performance Option Award and the AXA1665 Performance Option Award, if either product, or both products, is sold or divested, unvested options for performance against the corresponding study will immediately vest.

Equity. (a) Any and all Stock Awards granted existing equity awards will remain subject to Executive will continue to be governed by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreementthereof, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereofexcept as set forth in Section 7.3(e). In addition, as a new Stock Awardsubject to approval by the Board, Executive shall be eligible for the Company has following additional equity grant: (a) Subject to approval by the Board, Executive shall be granted Executive (by electronic unanimous written consent effective April 28, 2018) on the Effective Date an option to purchase an additional 600,000 60,578 shares of Common Stock (the Company“Option”) of FTG. The Option is intended to qualify as an “incentive stock option” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) to the extent permissible under applicable laws. Except as otherwise provided herein, subject to Executive’s common stockcontinuous service to the Company (as defined in the Plan (as defined below)) through each applicable vesting date, the Option will vest and become exercisable as follows: The shares covered by the Option shall be granted with an exercise price equal to the fair market value as determined by price per share of common stock at which the Board on Company’s shares are first sold to the date of public in the grant proposed initial public offering (the “New OptionIPO”), which vests as follows: 150,000 shares subject to specified in the New Option were vested and exercisable as of final prospectus for the date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16IPO, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by accordance with the terms of the governing plan documents F▇▇▇▇ Therapeutics Group, Inc. 2021 Equity Incentive Plan (the “Plan”) and option or stock purchase form of agreement between Executive issued thereunder. The Option will vest and become exercisable over five (5) years, with 20% of the shares covered by the Option vesting and becoming exercisable on the first year anniversary of the Effective Date, and the Company. remaining shares covered by the Option vesting and becoming exercisable in forty-eight (48) equal monthly installments thereafter, subject to Executive’s continuous service as of each such date. (b) The Company also agrees that if before Subject to approval by the Adjustment Date (as defined below) and prior Board, Executive shall be granted an option to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of purchase 34,616 shares of the Company’s capital common stock (the “Additional Option”), with all of the same terms (including grant date and exercise price) as the Option; provided, however that the Additional Option will result, immediately after such vest 25% on the one-year anniversary of the date of grant, and thereafter over the ensuing 3 years in a series of thirty-six (36) successive equal monthly installments, subject to Executive’s continuous service as of each such date. The Additional Option shall be an incentive stock option under Section 422 of the Executive Ownership Level being equal Code to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date.maximum extent permissible

Equity. (a) Any and all Stock Awards granted to Executive You will continue to be governed eligible to participate in the Company’s equity incentive program, subject to approval by the terms Board. The Board previously granted you three grants totaling 13,500,000 shares of common stock at a purchase price per share equal to fair market value of common stock on the applicable date of grant, of which you currently hold 11,475,000 shares of common stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement(the “Initial Equity Grants”), “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any transfer of 2,025,000 shares of common stock issued upon exercise thereofto Nallicheri Family Living Trust, dated November 23, 2010 on January 1, 2010. In connection with the execution of this letter agreement, you and the Company will execute such amended stock restriction or other agreements as necessary to ensure that the Initial Equity Grants will be subject to vesting as follows and subject to any acceleration provisions set forth in the Severance Policy (as defined below): 11,475,000 shares of common stock shall vest commencing as of the date of this letter agreement (the “Vesting Start Date”) in forty-eight (48) equal monthly installments until the fourth anniversary of the Vesting Start Date, subject to your continued employment or other service relationship with the Company on such vesting date. In addition, as we will recommend to the Board at or before its next meeting after the execution of this letter agreement that you be granted either an additional 1,700,000 shares of the Company’s common stock at a new Stock Awardpurchase price per share equal to fair market value of one share of common stock on the date of grant, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) or an option to purchase an additional 600,000 1,700,000 shares of the Company’s common stock, with stock at an exercise price per share equal to the fair market value as determined by the Board of one share of common stock on the date of the grant (the “New OptionGrant”). Such New Grant, which vests if approved, and subject to any acceleration provisions set forth in the Severance Policy shall vest commencing as follows: 150,000 of the Vesting Start Date in forty-eight (48) equal monthly installments until the fourth anniversary of the Vesting Start Date, subject to your continued employment or other service relationship with the Company on such vesting date. Such New Grant will be subject to the terms and conditions set forth in a Restricted Stock Agreement or Stock Option Agreement to be entered into between you and the Company as a condition to the receipt of such restricted shares of common stock, as well as the Company’s 2019 Stock Option and Grant Plan. EQRx, Inc. In addition, and notwithstanding anything to the contrary in the Severance Policy, in the event that you are, in connection with or within 12 months following a Change in Control, terminated by the Company without Cause or you terminate your employment for Good Reason, any then- unvested shares subject to the Initial Equity Grants or the New Option were vested Grant shall immediately accelerate and exercisable become fully nonforfeitable or exercisable, as applicable. For purposes of the date of grant this letter agreement and the remaining 450,000 shares subject Severance Policy as it applies to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date.you:

Equity. (a) Any and all Stock Awards granted Subject to Executive will continue to be governed approval by the terms of the applicable stock option Board and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to Employee entering into the Company’s stock option and equity incentive award plans or agreements and any Restricted Stock Agreement, within sixty days following the Effective Date Employee will receive under the Viela Bio 2018 Equity Incentive Plan (the “Equity Plan”) a grant of 329,594 restricted shares of stock issued upon exercise thereof. In addition, as a new Stock Award, (the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018“Restricted Shares”) an option to purchase an additional 600,000 shares of the Company’s common stockstock par value $0.001 (“Common Stock”), which Restricted Shares are expected to represent approximately 1.04 percent of the Company’s fully-diluted equity on the date of grant; provided, however, that the number of Restricted Shares may be reduced if the Effective Date occurs after January 15, 2018, to reflect any additional vesting of Employee’s AstraZeneca plc equity awards. The Restricted Shares will vest in two annual installments on the first and second anniversaries of the grant date. Employee will have the choice to make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) within thirty days following the grant date. Employee will be solely responsible for making any such election. (b) Subject to approval by the Board and Employee entering into the Company’s Stock Option Agreement (the “Option Agreement”), Employee will also be eligible for an option to purchase 450,000 shares of Common Stock (the “Option”) (which shares are expected to represent approximately 1.42 percent of the Company’s fully-diluted equity on the date of grant) to be granted under the Equity Plan with an exercise price equal to the fair market value of the Common Stock on the date of grant. The Option will be granted following the Company’s receipt of an independent third-party valuation and will vest over four years according to the following schedule: twenty-five percent of the Option shares will vest after one year and the remaining Option shares will vest in equal quarterly amounts over the next three years. (c) Employee may be eligible for future grants under the Equity Plan, as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares in its sole discretion. All equity awards may be subject to dilution following grant. As a condition to receiving the New Restricted Shares, the Option were vested and/or any other equity grants, Employee will be required to enter into (i) the Right of First Refusal and exercisable Co-Sale Agreement, to be dated as of the date of grant Effective Date, by and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then among the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares and certain stockholders of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of and (xii) the date upon which the Company consummates a Change Voting Agreement, to be dated as of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Date, by and among the Company and certain stockholders of the Company.

Equity. (a) Any and all Stock Awards granted Pursuant to Executive will continue to be governed by the terms of the applicable stock option Company’s 2021 Equity Incentive Plan (the “Equity Plan”) and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant subject to the Company’s stock option vesting schedules set forth herein, and equity incentive award plans subject further to the approval of the Board or agreements and any the Compensation Committee, Executive will receive the following Awards (as defined in the Equity Plan): (a) Restricted Stock Units (as defined in the Equity Plan) for up to 2,250,000 shares of stock issued upon exercise thereof. In addition, Common Stock (as a new Stock Award, defined in the Company has granted Executive Equity Plan) and (by electronic unanimous written consent effective April 28, 2018b) an option Options (as defined in the Equity Plan) to purchase an additional 600,000 up to 5,250,000 shares of the Company’s common stockCommon Stock (collectively, with an exercise price equal the “Executive Awards”). The Executive Awards will be subject to Award Agreements (as defined in the fair market value Equity Plan) and vest as determined by the Board follows: (i) Restricted Stock Units for up to 1,000,000 shares of Common Stock and Options for up to 2,500,000 shares of Common Stock will vest (a) 25% vesting on the date first annual anniversary of Executive’s Start Date of employment and (b) the grant balance vesting equally on the last day of every month thereafter over the following 36 months (collectively, the “Initial Equity Award”) and (ii) Restricted Stock Units for up to 1,250,000 shares of Common Stock and Options for up to 2,750,000 shares of Common Stock will vest in accordance with the terms set forth on Exhibit B attached hereto (the “New OptionSupplemental Equity Award”), which vests . The per share exercise price of the Options will be the Fair Market Value (as follows: 150,000 shares subject to defined in the New Option were vested and exercisable Equity Plan) of the Common Stock determined as of the date of grant Start Date. The Executive and Company shall cooperate, following the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment endsStart Date, whichever occurs first. The New Option shall be governed in all respects by on the terms establishment of the governing plan documents and option or stock purchase agreement between Executive and a revised long-term incentive compensation program for eligible employees of the Company. (b) The Company also agrees that if before As of the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully dilutedEffective Date, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (currently has 5,898,000 shares of Common Stock available for issuance under the “Make-up Option”) exercisable for such Equity Plan. The Board intends to increase the number of shares of Common Stock under the Equity Plan in a sufficient amount to satisfy the Executive Awards. The Board will recommend the stockholders of the Company that the stockholders approve such increase at the Company’s capital stock as will result, immediately after such grant, in 2024 annual meeting of the Executive Ownership Level being equal to the Equity Floorstockholders. The “Adjustment Date” shall be Executive acknowledges that there is no guarantee that the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Datestockholders will approve such recommendation.

Equity. Subject to final Board approval, (ai) Any the Company shall grant you an option to purchase 3,180,288 shares of common stock, which equals approximately 2.375% of the Company’s shares on a fully diluted basis as of the date of this Agreement (the “Initial Equity Award”). The Initial Equity Award will vest ratably on a monthly basis over 48 months with the first vesting date on the one month anniversary of the Start Date, subject to continued employment on each applicable vesting date, and all Stock Awards granted (ii) the Company will grant an option to Executive purchase 3,180,288 shares of common stock, which equals approximately 2.375% of the Company’s shares on a fully diluted basis as of the date of this Agreement (the “Second Equity Award”). The Second Equity Award will continue vest ratably on a monthly basis over 48 months with the first vesting date on the one month anniversary of the Full-time Employment Commencement Date, subject to continued employment on each applicable vesting date. The Initial Equity Award and the Second Equity Award shall be governed by subject to the terms of the applicable and contingent upon your execution of stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted issued pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereofplan (together, the “Equity Documents”). In addition, the event you increase your time commitment as a new Stock AwardCEO beyond the part-time position initially contemplated by this Agreement but not to the extent that the Full-Time Employment Commencement Date has occurred, the Board will consider in good faith commencing vesting of part of the Second Equity Award before the Full-Time Employment Commencement Date. Further, in the event you become the Company’s full-time CEO, following the Full-time Employment Commencement Date the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) will grant you an option to purchase an additional 600,000 shares of common stock, which equals approximately .25% of the Company’s common stock, with an exercise price equal to the fair market value shares on a fully diluted basis as determined by the Board on the date of the grant date (the “New OptionThird Equity Award”). If granted, which vests as follows: 150,000 shares the Third Equity Award will vest ratably on a monthly basis over 48 months with the first vesting date on the one month anniversary of the Full-time Employment Commencement Date, subject to continued employment on each applicable vesting date. At the New Option were vested and exercisable Board’s sole discretion, you may be eligible for additional equity awards in the form of restricted stock and/or stock options, subject to your continued employment as of the applicable grant date of grant and the remaining 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects any other terms and conditions established by the terms of the governing plan documents and option or stock purchase agreement between Executive and the Company. (b) The Company also agrees that if before the Adjustment Date (as defined below) and prior Board, including with respect to any Separation from Service (as defined below) Executive’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), then the Company shall grant Executive an additional stock option (the “Make-up Option”) exercisable for such number of shares of the Company’s capital stock as will result, immediately after such grant, in the Executive Ownership Level being equal to the Equity Floor. The “Adjustment Date” shall be the earliest of (x) the date upon which the Company consummates a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Datevesting.

Equity. (ai) Any and all Effective as of the Commencement Date, Employer will recommend to the Board that Employee be granted options (the “Subject Options”) to purchase shares of Holdco Common Stock Awards granted (the “Subject Stock”) pursuant to Executive will continue an equity plan to be governed adopted by Employer prior to the Commencement Date (the “Plan”) and an award agreement to be provided by Employer (the “Award Agreement”). The Plan and Award Agreement shall reflect the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of Subject Options as set forth in this Agreement. The Subject Options shall be granted no later than thirty (30) days following the Commencement Date. Employer represents and warrants that such Subject Stock will represent no less than 1.5% of the total authorized, “Stock Awards” shall mean issued and outstanding shares of any and all series and classes of capital stock in Holdco as determined on a fully diluted basis as of the Commencement Date after taking into account the existence, exercise or issuance of any and all outstanding and available classes of authorized shares of capital stock in Holdco and all options, warrants, restricted shares, convertible debts or other instruments of any kind or nature capable of being exchanged for securities or capital stock and restricted stock units and such other equity awards granted pursuant in Holdco (collectively “Holdco Stock”). Except following a termination by Employer for Cause or Employee’s breach of restrictive covenants, the Subject Options shall have a one-year period post-employment exercise period to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In addition, as a new Stock Award, the Company has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase an additional 600,000 shares of the Company’s common stock, with an exercise price equal to the fair market value as determined by the Board on the date of the grant (the “New Option”), which vests as follows: 150,000 shares subject to the New Option were extent vested and exercisable as of the date of grant termination (unless expressly provided otherwise). (ii) Subject to Employee’s continued employment on the applicable vesting date (unless expressly provided otherwise), the Subject Options shall have the following vesting terms: (A) 50% of the Subject Options shall be subject to time-vesting (the “Time Vesting Options”) whereby 25% of the Time Vesting Options shall vest on the one-year anniversary of the closing of the Transaction and the remaining 450,000 shares subject to 75% of the New Option Time Vesting Options shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by equal quarterly installments over the terms next 12 calendar quarters; and (B) 50% of the governing plan documents and option Subject Options shall vest when Providence Equity Partners L.L.C. (“PEP”) has received cash (or stock purchase agreement between Executive and the Company. cash equivalent) proceeds of a multiple equal to two times (b2.0 x) The Company also agrees that if before the Adjustment Date (as defined below) and prior to any Separation from Service (as defined below) ExecutivePEP’s ownership of Company capital stock (calculated on a fully diluted, as- converted basis) total invested equity in Holdco Stock (the “Executive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity FloorPerformance Vesting Options”), then the Company shall grant Executive an additional stock option . (the “Make-up Option”iii) exercisable for such number of shares One hundred percent (100%) of the Company’s capital stock as will result, immediately after such grant, Time Vesting Options shall accelerate and fully vest in the Executive Ownership Level being event of the occurrence of a Change in Control as defined under the Plan and including the direct or indirect purchase by a third party of 51% of Holdco Stock. (iv) In the event Employee’s employment with Employer is terminated by reason of Employee’s death, Disability, by Employer without Cause, or by Employee for Good Reason: (A) The Time Vesting Options that would otherwise have vested between the date of termination and the twelve month anniversary of the date of termination will accelerate and fully vest on the date of termination; and (B) The Performance Vesting Options shall remain outstanding for a one-year period following a termination by Employer without Cause or by Employee with Good Reason and shall vest if, during such one-year period, the applicable performance hurdle is satisfied. (v) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants all Subject Options, whether vested or unvested, will immediately be forfeited. (vi) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants, Employer will be entitled to repurchase any Subject Stock received upon exercise of the Subject Option at an amount equal to the Equity Floor. The “Adjustment Date” shall be the earliest lower of (xi) cost minus prior distributions and (ii) fair market value as of the date of the repurchase during the Restricted Period. (vii) Employee shall have the right to elect to require Employer to repurchase any Subject Stock at the lower of (i) cost minus prior distributions and (ii) the date upon which then fair market value of the Company consummates Subject Stock, each as and to the extent permitted under the Employer’s credit agreement as in effect at such time. Any such repurchase election must be made in writing within six (6) months following a Change of Control (as defined below), (y) the date the Company consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (z) three (3) years after the Effective Datetermination hereunder.