Common use of Equity Clause in Contracts

Equity. (i) Following the Effective Date and subject to Board approval, the Company will grant to the Executive an option to purchase shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. (ia) Following the Effective Date and subject to Board approval, the The Company will grant to the Executive you an option (the “Option”) to purchase 1,169,545 shares of the Company’s common stock that represents 0.75% of stock, at a per share exercise price equal to the fully-diluted common stock of Fair Market Value (as defined in the Company outstanding as of the Effective Date Company’s 2011 Employee, Director and is subject to time-based vesting Consultant Equity Incentive Plan (the “Option Grant2011 Plan”)) of the Company’s common stock on the date of grant. The Option will vest over a four (4) year period, with one quarter (A1/4) 25% of the shares subject to the Option Grant vesting on the one (1)-year 1) year anniversary of the Effective Datedate of grant, and (B) the remaining 75% shares vesting on a quarterly basis over the following three (3) years of continuous service, provided that you are providing services to the Company as an employee or consultant on such vesting dates (no vesting will occur following the termination of employment or consulting services). The Option will be, to the maximum extent permissible, treated as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code. The Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested formally granted by the Board and will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company’s standard form of stock option agreement, which agreement will expire ten (10) years from the date of grant except as of otherwise provided in the four (4)-year anniversary of stock option agreement or the Option GrantPlan. (iib) The terms and conditions of Company will grant you a performance stock unit (the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with “PSU”) in the Company terminates due equal to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase 1,106,058 shares of the Company’s common stock stock. The PSU will provide for the issuance of: (i) 250,000 shares subject to the PSU upon completion of enrollment in respect Stage 1 of the Option Grant STEP-1 Clinical Trial in the U.S.; (ii) 428,029 of the shares subject to the PSU upon receipt of approval from the U.S. Food and Drug Administration (the “FDA”) to continue enrollment in the STEP-1 Clinical Trial after a successful Stage 1 safety review with the FDA; and (iii) 428,029 of the shares subject to the PSU upon attainment of $5,000,000 in cumulative amounts received from any such additional grantof the following sources: (1) revenue measured in accordance with generally accepted accounting principles in the U.S.; (2) distributions to the Company from a joint venture to be formed with Apollo Sugar; and/or (3) transfer fee income from a joint venture to be formed with Apollo Sugar, a “Potential Future Option Grant”)provided that, in connection with capital contributions into each case, you are providing services to the Company anticipated to as an employee or consultant on such issuance date (no issuance will occur following the Effective Datetermination of employment or consulting services). If the PSU has not vested prior to 1 January, whether such capital contributions are made 2023 then the PSU will lapse on that date. The PSU will be formally granted by existing or new investors (“Additional Investor Contributions,” the Board and with will be evidenced in writing by, and subject to the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarityterms and conditions of, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of 2011 Plan and the Company’s common standard form of restricted stock as of unit agreement, which agreement will expire ten (10) years from the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary grant except as otherwise provided in the foregoing, restricted stock unit agreement or the Executive’s eligibility Plan. The PSU is intended to receive replace your current PSU for 250,000 shares (the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs“Existing PSU”). For the avoidance of doubt, the restricted stock unit agreement for the new PSU shall cancel the Existing PSU. (Ac) As described in the Option Grant, any Potential Future Option Grant, applicable stock option or restricted stock unit agreement(s) and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon the terms and conditions thereof, if there is a “change Change of control,” Control (a Covered Transaction as defined in each such agreement) involving the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then one hundred percent (100% %) of any all of your unvested portion of the Cumulative Grants options and performance stock units will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change become immediately exercisable as of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change the Change of control,” subject Control. The parties acknowledge and agree that to the Executive’s continued employment extent that this Section 6(c) conflicts with any term of an option agreement or grant document listed above (including but not limited to any term of such option agreement or grant document that permits or requires that a termination without “Cause” or as a result of a “Good Reason” occur following a Change of Control in order for unvested options to become vested and fully exercisable) then the Company through such consummationterms of this Section 6(c) will govern.

Equity. (i) Following the Effective Date and subject Subject to Board approvalof Directors approval at the next regularly scheduled uniQure N.V. Board meeting after the execution of this Agreement and commencement of employment, Executive shall be granted: (a) Fifty-Five Thousand (55,000) restricted stock units of the Company will (RSUs), such RSUs vesting pro-rata on each of the first three anniversaries of the grant to date; (b) (b) 10,000 (Ten Thousand) restricted stock units of the Executive Company, such RSUs vesting fully on the first anniversary of the grant date; and (c) an option to purchase Thirty-Five Thousand (35,000) ordinary shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding , having an exercise price as of the Effective Date and is subject to time-based closing share price on the date of grant, such option vesting (the “Option Grant”)over a period of four years, with (A) 25% one-quarter of the Option Grant shares vesting on the one (1)-year first anniversary of the Effective Dategrant date and the remaining shares vesting quarterly on a pro-rata basis during the remainder of the vesting period. Each grant will be pursuant to uniQure N.V.’s Amended and Restated 2014 Share Incentive Plan, and (B) the remaining 75% of terms will otherwise reflect the Option Grant standard vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The and other terms and conditions of contained in the Option Grant will be provided under separate cover Share Incentive Plan and governed by the Company’s standard equity incentive plan (providedgrant agreements. Such option will be approved by the Board of Directors of uniQure N.V. not later than at its next regularly scheduled meeting. If the Board fails to make the grant at such regularly scheduled meeting, that, notwithstanding anything it shall be deemed a Good Reason event under Section 19(f) hereof. The Executive will be eligible for future equity grants pursuant to the contrary set forth therein, if Company’s policies and procedures. Any additional grants during the Executive’s first-year of employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive not including those provided above) will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant)be prorated based on hire date, and all vesting future grants of the Option Grant will equity shall be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitationprovisions of this Agreement, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, ifincluding, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance Sections 17 (Change of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirementsControl) and 19 (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”Termination), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. (i) Following As soon as practicable following the Effective Date and Promotion Date, subject to Board approvalthe approval of the Compensation Committee of the Board, you will receive a promotion equity grant in the Company will grant to the Executive an option to purchase form of time-vesting restricted stock units (“RSUs”) covering shares of the CompanyParent’s common stock that represents 0.75% with an aggregate grant date value, as calculated by Parent, equal to USD $15 million (the “Promotion Equity Grant”). The number of RSUs subject to the fully-diluted common stock of the Company outstanding Promotion Equity Grant will be determined in accordance with Parent’s practices in place as of the Effective Date grant date. The Promotion Equity Grant will vest 8% on November 15, 2025 and is subject to time-based 11.5% on each of Parent’s next eight (8) regular quarterly vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period dates thereafter, such that the Option Promotion Equity Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (providedNovember 15, that2027, notwithstanding anything subject to the contrary set forth therein, if the Executive’s employment your Active Employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all Group through each applicable vesting of the Option date. The Promotion Equity Grant will be subject to the Executive’s continued employment terms of the Maplebear Inc. 2023 Equity Incentive Plan (the “Equity Plan”) and the applicable equity award agreement in the form of agreement attached hereto as Schedule A, which you will be required to sign. In addition, you will receive an annual refresh equity grant in 2026 pursuant to the Equity Plan or any successor plan thereto, which shall be granted at the same time as such 2026 annual refresh grants are made to other senior executives of Parent, but in any event, no later than May 1, 2026, subject to you signing an equity award agreement (the “2026 Equity Grant”). The 2026 Equity Grant will have a targeted aggregate grant date value, as calculated by Parent, equal to USD $15 million and will be in such form(s), and subject to such reasonable vesting terms and conditions, as shall be determined by the Board and/or the Compensation Committee thereof in its or their sole discretion. Except as expressly provided in the applicable equity award agreement governing your equity award or in the Maplebear Inc. Severance and Change in Control Plan and your amended participation agreement thereunder, all unvested equity shall cease to vest and shall automatically forfeit after you are no longer Actively Employed. You further acknowledge and agree that you will have no common law right to damages for compensation in lieu of any compensation or benefits you would have earned under the plan after Active Employment, and you hereby agree not to pursue any claim for any such damages. "Actively Employed" refers to the period you are employed with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive Group up to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through including the date on which the applicable Investor Funding Event occurs. For the avoidance your employment terminates in fact and specifically includes any period of doubt, (A) the Option Grantworking notice of termination, any Potential Future Option Grantperiod of notice of resignation (whether or not waived by the Corporation) and the statutory notice of termination period required by the Ontario Employment Standards Act, and any other time-based equity 2000, as amended (collectively, the “Cumulative GrantsESA”), but, regardless of whether the termination is deemed lawful or unlawful, excludes any longer common law, civil law or contractual period of non-working notice of termination or period to which you are entitled to damages or pay in lieu of common law/civil law notice. “Active Employment” shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in have the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationsame meaning.

Equity. Subject to Employee’s (ix) Following the Effective Date and subject to Board approval, continued employment in good standing with the Company will grant to through March 15, 2023, (y) continued compliance with the Executive an option to purchase shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment in this Agreement and with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement Covenants (as defined below), whichand (z) execution, if entered into by re-execution and non-revocation of this Agreement pursuant to Section 4(g): (i) One-hundred percent (100%) of the Executive, will supersede in its entirety RSUs granted to Employee pursuant to the Initial Restrictive Covenant Agreement RSU Grant Agreements shall vest as of the Release Effective Date (as defined below).; and (iiiii) In addition A prorated portion of the unvested PSUs granted to Employee pursuant to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares PSU Grant Agreement shall vest as of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Release Effective Date, whether with such capital contributions are made portion determined by existing or new investors multiplying the number of Target PSUs (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake defined in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarityPSU Grant Agreement) by a fraction, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 the numerator of which equals the number of calendar days that Employee was employed by the Company or any of its affiliates during the Performance Period (as defined in the aggregate (with the Executive not having any entitlement to any Potential Future Option PSU Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirementsAgreement) and (B) subject the denominator of which equals the total number of calendar days in the Performance Period, and all then-unvested PSUs (and all rights arising from such PSUs and from being a holder thereof) will terminate automatically without any further action by the Company and will be forfeited without further notice and at no cost to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occursCompany. For the avoidance of doubt, Employee acknowledges and agrees that Employee has no further rights, payments or benefits under the Plan, the Grant Agreements or any other equity compensation plans or agreements with the Company or any of its affiliates. Further, Employee hereby acknowledges and agrees that, in the event (A) Employee’s representations to the Option GrantCompany as set forth in Section 5(e)(i) hereof are no longer accurate as of the Re-Execution Date (as defined below), any Potential Future Option Grantor (B) Employee does not re-execute this Agreement or Employee revokes such re-execution, Employee shall have no rights to the payments and benefits set forth in this Section 2(c), and any other time-based equity RSUs and PSUs that are unvested as of the Separation Date (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon and all rights arising from such RSUs and PSUs and from being a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants holder thereof) will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or terminate automatically without any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated further action by the Company (or any successor) and will be forfeited without Cause or by the Executive for Good Reason following the “change of control” further notice and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject at no cost to the Executive’s continued employment with the Company through such consummationCompany.

Equity. (ia) Following You have been granted options to purchase an aggregate of 250,000 shares (the Effective Date “Options”) of the Company’s common stock pursuant to the terms of two Stock Option Agreements (a Nonstatutory Stock Option Agreement covering 207,540 shares and an Incentive Stock Option Agreement covering 42,460 shares), each dated January 5, 2016 (the “Option Agreements”), and the terms of the Company’s 2012 Stock Incentive Plan (the “Plan”). As of the Separation Date, all of the shares subject to Board approvalthe Options are unvested and are hereby terminated as of the Separation Date in accordance with the terms of the Option Agreements and the Plan, and you shall have no right(s) to exercise any portion of the Company will grant Options following the Separation Date. (b) You have been granted a restricted stock unit award representing the right to the Executive an option to purchase receive 250,000 shares of the Company’s common stock that represents 0.75% (the “RSUs”) pursuant to the terms of Restricted Stock Unit Award Agreement dated January 5, 2016 (the “RSU Agreement”) and the terms of the fullyPlan. As of the Separation Date, all of the RSUs are unvested and are hereby terminated as of the Separation Date in accordance with the terms of the RSU Agreement and the Plan, and you shall have no right(s) to any portion of the RSUs following the Separation Date. You represent and agree that (i) other than Company stock that you have purchased on the open market and options to purchase an aggregate of 31,598 shares that you received in connection with your service as a non-diluted common stock employee member of the Board of Directors of the Company outstanding as of the Effective Date and is subject prior to time-based vesting January 5, 2016 (the “Option GrantBoard Options”), with you do not own any common stock, stock options, or other equity interest in the Company, (Aii) 25% of you have no right to acquire any further stock options, common stock, equity or other interest in the Company under the Option Grant vesting on Agreements, RSU Agreement and/or the one (1)-year anniversary of Plan and you will not in the Effective Datefuture have any right to acquire any equity or other interest in the Company under the Option Agreements, RSU Agreement and/or Plan, and (Biii) the remaining 75% you shall not have any right to vest in any stock or stock options under any Company equity, stock and/or stock option plan or program (of the Option Grant vesting whatever name or kind) that you may have participated in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything or were eligible to the contrary set forth therein, if the Executive’s participate in during your employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting dateCompany. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such You acknowledge that the Executive’s ownership stake could decrease below 0.75% of Board Options terminate three months after the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationSeparation Date.

Equity. (ia) Following the Effective Date and subject to Board approval, the Company will grant Subject to the Executive an option to purchase shares terms of the CompanyParent’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting 2016 Equity Incentive Plan (the “Option GrantPlan”), with (A) 25% and approval of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed grant by the CompanyParent’s equity incentive plan board of directors (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to “Parent Board”) or a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grantcommittee thereof, the Executive will be eligible to receive, on the terms set forth herein, granted an additional option to purchase up to 133,500 shares of the CompanyParent’s common stock in respect (the “Initial Option”). The Initial Option shall: (i) have an exercise price equal to the closing price of the Option Grant Parent’s common stock on the New York Stock Exchange on the grant date; (any such additional grantii) be subject to a four (4)-year vesting period, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.7525% of the fully-diluted common stock Initial Option shares vesting on the first anniversary of the Companygrant date and quarterly vesting thereafter, as well as any other terms contained in the grant agreements; for purposes of clarity, and (iii) expire and cease to be exercisable on the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as ten (10)-year anniversary of the grant date. Any Potential Future Option Grant will vest Under the Company’s current grant date policy, option grants are effective on the same terms as set forth above for 15th (or next business day) of the Option Grant; provided, that, for month next following the avoidance later of doubt, vesting thereof will commence on the grant date of such Potential Future approval of the option grant or the optionee’s commencement of employment. The Initial Option Grant will be governed by the Plan and not on other documents issued in connection with the Effective Date. Notwithstanding anything grant. (b) Subject and subsequent to the contrary in approval of the foregoingBoard, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant Executive will be granted 29,700 restricted stock units (Athe “RSUs”) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of Parent to be issued under the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occursPlan. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), The RSUs shall be subject to doublea 4-trigger year vesting acceleration upon a “change period, with 25% of control,” (a Covered Transaction the RSUs vesting after approximately one year and quarterly vesting thereafter, as defined well as any other terms contained in the Company’s grant agreement. (c) The Executive will also be eligible to receive discretionary annual equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer grants in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to amounts commensurate with the Executive’s continued employment with the Company position as Chief Commercial Officer (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Annual Equity Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation”).

Equity. (a) Subject to the terms of the Parent’s 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will receive (i) Following the Effective Date and subject to Board approval, the Company will a grant to the Executive an option to purchase shares of the Company’s common restricted stock that represents 0.75% units of the fully-diluted common stock Parent with a grant date value of the Company outstanding as of the Effective Date and is subject to time-based vesting $1,400,000 (the “Option GrantInitial RSUs”) and (ii) a grant of options to acquire common shares of Parent (“Common Shares”) with a grant date value of $1,400,000 (the “Initial Options” and, together with the Initial RSUs, the “Initial Grants”). The number of Common Shares underlying (i) the Initial RSUs shall be determined based on the closing price of a Common Share on the date of grant and (ii) the Initial Options shall be determined using a Black-Scholes or other option pricing model as determined by the Board or a committee thereof in its sole discretion. The Initial RSUs will be subject to a four-year vesting period with 25% vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as any other terms and conditions contained in the grant agreement and the Plan. The Initial Options will (i) be subject to a four (4)-year vesting period, with (A) 25% of the Initial Option Grant shares vesting on the at year one (1)-year anniversary 1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as other terms and conditions contained in the Effective Dategrant agreement and the Plan, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything have an exercise or strike price per share equal to the contrary set forth therein, if the Executive’s employment with the Company terminates due to closing price of a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from Common Share on the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive and expire and cease to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, exercisable on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant ten (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as 10)-year anniversary of the grant date. Any Potential Future Option Grant will vest Under the Company’s current grant date policy, option grants are effective on the same terms as set forth above for 15th (or next business day) of the Option Grant; provided, that, for month next following the avoidance later of doubt, vesting thereof will commence on the grant date of such Potential Future approval of the option grant or the optionee’s commencement of employment. The Initial Option Grant will be governed by the Plan and not on other documents issued in connection with the Effective Date. Notwithstanding anything grant. (b) The Executive will also be eligible to the contrary receive discretionary annual equity incentive grants in the foregoing, amounts commensurate with the Executive’s eligibility to receive position as Chief Commercial Officer based upon meeting Company and individual performance metrics as determined by the anti-dilution protection afforded by any Potential Future Option Grant will be Board or a committee thereof in its sole discretion (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Annual Equity Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. (i) Following the Effective Date and The Employee has previously been granted certain restricted stock units which will continue to be subject to Board approval, the Company will grant to the Executive an option to purchase shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date vesting schedule and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The other terms and conditions of Parent’s 2016 Equity Incentive Plan and the Option related Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, all of which the Employee has received under separate cover. The Employee will be provided under separate cover and governed by required to sign a Restricted Stock Unit Agreement as a condition of receiving restricted stock units. If the Employee’s Involuntary Termination occurs either in connection with a Change in Control (as defined in the Company’s equity incentive plan 2016 Equity Incentive Plan), or within three (provided3) months prior to or within twelve (12) months following the closing of a Change in Control, that, notwithstanding anything to and provided that the contrary set forth therein, if the Executive’s employment Employee remains in compliance with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below)terms of this Agreement, then the Executive Employee will have a period of ninety be entitled to the Severance Benefits provided for above in Section 3.5, and the following additional benefits: (90a) days post-termination an amount equal to six (but not beyond the original term 6) months of the Option Grant) within which Employee’s then-current “cash-eligible” annual target bonus as per Clause 6.2 to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede paid in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, equal instalments on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect normal payroll schedule over the six (6) month period immediately following the date of the Option Grant (any such additional grantInvoluntary Termination , a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, thatwhich, for the avoidance of doubt, vesting thereof will commence shall be in addition to payment of (i) any earned but unpaid annual bonus for the fiscal year preceding the fiscal year in which such Involuntary Termination occurs based on actual performance, as determined by the Compensation Committee and (ii) an annual bonus for the fiscal year in which the Involuntary Termination occurs, prorated to the date of Involuntary Termination and determined based on the grant greater of target performance or actual performance as of the date of such Potential Future Option Grant Involuntary Termination, as determined by the Compensation Committee; (b) 100% of all of the Employee’s then-outstanding time-based unvested Parent equity awards will accelerate and not will be deemed vested and exercisable (if applicable) as of the Employee’s date of Involuntary Termination; and (c) 100% of all of the Employee’s then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the Effective Date. Notwithstanding anything greater of the Employee’s target performance rate or actual performance as of the Employee’s date of Involuntary Termination (collectively, the “ Change in Control Severance Benefits ”), including any performance-based unvested awards granted pursuant to the contrary Company’s Senior Leadership Equity Bonus Program (or similar annual bonus program that may be adopted in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be future) (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occursan “Equity Bonus Program”). For the avoidance of doubt, (A) if the Option Grant, any Potential Future Option GrantEmployee has elected to receive his annual bonus in equity in lieu of cash pursuant to an Equity Bonus Program, and has received an equity grant as a result of this election, his annual bonus for the performance period for which he made the election will no longer be considered “cash-eligible” for purposes of subsection 7(a); provided however, that for any other time-based period for which the Employee has elected to receive his annual bonus in equity (collectivelyin lieu of cash pursuant to an Equity Bonus Program, and for which the “Cumulative Grants”)Company has not yet granted an equity award to the Employee as of the date of Involuntary Termination, then such election shall be subject to doublevoid, and the Employee’s annual bonus for such period shall be “cash-trigger vesting acceleration upon a “change eligible” in accordance with subsection 7(a). Employee will be eligible for consideration for future grants of control,” (a Covered Transaction as defined equity awards in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment connection with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting annual executive compensation determination process of the Cumulative Grants, then 100% of any unvested portion Compensation Committee of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change Parent’s Board of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationDirectors.

Equity. (i) Following the Effective Date and subject to Board approvalAs soon as practicable, the Company will grant recommend to the Compensation Committee of the Board of Directors (the “Committee”) that Executive be granted an option to purchase acquire 150,000 shares of the Company’s common ▇▇▇▇ stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option”). One-third of the number of shares of Common Stock subject to the Option Grantshall vest and become exercisable on the first anniversary of the date Executive commences her employment with the Company (the “Start Date”), with (A) 25% another one-third of the Option Grant vesting shall vest and become exercisable on the one (1)-year second anniversary of the Effective Start Date, and (B) the remaining 75% final one-third of the Option Grant vesting in equal monthly installments over shall vest and become exercisable on the thirty-six (36) month period thereafterthird Anniversary of the Start Date, all subject to Executive’s continuing employment on the stated Start Date anniversaries. In addition, the Executive shall be eligible for annual option or other stock grants as may be awarded solely at the discretion of the Board of Directors or Committee, provided that neither the Board of Directors nor Committee shall be under any obligation whatsoever to grant such that discretionary options awards. Any options issued to Executive after the Option Grant will shall be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything 2020 Long-Term Incentive Plan and the Employee Option Agreement(s) under the 2020 Long-Term Incentive Plan or any amendments thereto by which they are issued. The Option award is an “inducement” material to the contrary set forth therein, if the Executive’s entry into employment with the Company terminates due to a termination by within the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period meaning of ninety (90Rule 5635(c)(4) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant)NASDAQ Marketplace Rules, and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares granted outside of the Company’s common stock in respect of the Option Grant (any such additional grant2020 Long-Term Incentive Plan pursuant to an award agreement, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant but will be (A) limited to Additional Investor Contributions totaling $100,000,000 governed in all respects as if issued under the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti2020 Long-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationTerm Incentive Plan.

Equity. (i) Following As a material inducement to accept the Effective Date and subject to Board approvalCompany’s offer of employment, the Company will grant 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, (i) an option to purchase 100,000 shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option GrantNew Hire Stock Option”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions a restricted stock unit award for 45,000 shares of common stock of the Option Grant will be provided under separate cover Company (the “New Hire RSUs” and governed by together with the Company’s equity incentive plan (providedNew Hire Stock Option, that, notwithstanding anything the “New Hire Equity Awards”). As an inducement that is material to the contrary set forth therein, if the Executive’s employment with the Company terminates due Company, the New Hire Equity Awards will be granted to a termination by the Company without Cause or by the Executive with or without Good Reason under the Company’s 2020 Inducement Award Plan (each, as defined belowthe “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4), then the Executive . The New Hire Equity Awards will have a period of ninety the following terms: (90i) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject Subject to the Executive’s continued employment with and the Company from terms of the grant date through Company’s Inducement Plan and the applicable vesting date. Without limitation, the award non-qualified stock option agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety Executive and the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition Company pursuant to the Option GrantInducement Plan, the Executive New Hire Stock Option will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock granted as of the grant date. Any Potential Future , will have a term of ten years and the shares underlying the New Hire Stock Option Grant will shall vest in installments over four years with the first installment (representing approximately 25% of the shares) vesting on the same terms as set forth above for 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 Grant; provided, that, for will have an exercise price equal to the avoidance closing price of doubt, vesting thereof will commence a common share of the Company on the Nasdaq Global Select Market on the grant date date. The New Hire Stock Option shall be subject to accelerated vesting of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything time-based vesting awards in connection with a termination of employment to the contrary extent and as provided in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be Section 8(b) of this Agreement. (Aii) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject Subject to the Executive’s continued employment with and the terms of the Company’s Inducement Plan and the applicable restricted stock unit award agreement entered into by the Executive and the Company through 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 on which of the applicable Investor Funding Event occurs. For grant date, the avoidance second anniversary date of doubtthe grant date, (A) the Option Grant, any Potential Future Option Grantthird anniversary date of the grant date, and any other time-based equity (collectively, the “Cumulative Grants”), fourth anniversary date of the grant date. The New Hire RSUs shall be subject to doubleaccelerated vesting of time-trigger based vesting acceleration upon awards in connection with a “change termination of control,” (a Covered Transaction employment to the extent and as defined provided in Section 8(b) of this Agreement. The New Hire Equity Awards and any subsequently granted equity or stock-based awards under the Company’s equity incentive plan)plans, such that if the Cumulative Grants are assumedincluding stock options and restricted stock unit awards, continued or substituted by the acquirer will be collectively referred to in this Agreement as the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationEquity Awards.”

Equity. (i) Following the Effective Date and subject to Board approval, the Company will grant to the Executive an option to purchase shares of the Company’s common stock that represents 0.751% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.751% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 200,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 200,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000200,000,000, such that the Executive’s ownership stake could decrease below 0.751% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000200,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.751% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. Furthermore, the Executive will have the opportunity to co-invest alongside the Major Investors in connection with any Investor Funding Event (regardless of whether the Executive receives a Potential Future Option Grant in connection with any Investor Funding Event), provided, that, (I) the Executive’s co-investment must be made personally or by way of a controlled family trust; (II) the amount of the Executive’s co-investment will be subject to pro-rata cutback alongside the other investors making an investment in connection with the Investor Funding Event; and (III) the purchase price that the Executive will be required to pay in connection with the co-investment will be the same as the purchase price paid by the Major Investors, and otherwise, the Executive’s co-investment will be subject to the terms and conditions set forth in the relevant governing documents. (iv) For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. (ia) Following The first three paragraphs of Section 5 (Equity) of the Agreement are hereby replaced in their entirety as follows: “Executive was previously granted a performance share award (the “PSAs”) under the Company’s 2019 Equity Incentive Plan and 400,000 time-vested restricted stock units under the Company’s 2020 Equity Incentive Plan (as amended, replaced or otherwise modified, the “Plan”, and such grant the “Prior RSU Award”). On the Effective Date and subject of the Second Amendment to Board approvalthis Agreement, the Company Board (or its Compensation Committee) will grant to the Executive an option award of restricted stock units (“RSUs”) under the Plan (the “Additional RSU Award” and, together with the Prior RSU Award, the “RSU Award”) entitling Executive to purchase 241,444 shares of the Company’s common stock that represents 0.75% of Common Stock, which RSUs shall vest on the fully-diluted common stock of the Company outstanding as of the Effective Date and is following schedule, subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, Executive’s continued service through each such that the Option Grant will be fully vested date as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (providedChief Executive Officer, that, notwithstanding anything to other than as provided below in the contrary set forth therein, if the Executive’s employment with the Company terminates due to a case of termination by the Company without Cause or by the Executive with or without Good Reason (eachdue to Executive’s death: · 81,444 on January 9, as defined below)2026; and · 160,000 on January 9, then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant 2027. The Additional RSU Award will be subject to the Executive’s continued employment with Plan and the Company from the grant date through the applicable vesting date. Without limitation, the form of award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into thereunder approved by the Executive, Board (or its Compensation Committee) and will supersede in its entirety the Initial Restrictive Covenant Agreement provide that (as defined below). (iiii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), tax withholdings required in connection with capital contributions into the vesting of the RSUs and settlement of shares with respect thereto shall be satisfied by a share withholding procedure pursuant to which the Company anticipated to occur following will withhold, immediately as shares are issued under the Effective DateAdditional RSU Award, whether such capital contributions are made by existing or new investors a portion of those shares with a fair market value (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 measured as of the Effective Date. The per share exercise price of any Potential Future Option Grant issuance date) equal to the statutory minimum withholding amount and (ii) that each RSU will equal the fair market value of a be settled upon vesting in one share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Datestock. Notwithstanding anything to the contrary in the foregoingthis Agreement, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% unvested portion of the fully-diluted common stock of the Company, RSU Award will accelerate vesting and become 100% vested if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due on or prior to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by due to Executive’s death. For this purpose, “Cause” shall consist of a termination due to the following as specified in the notice of termination (and in each case Executive fails to cure within thirty (30) days of delivery of such notice of termination, except as to clauses (v) or (vi), which shall not be subject to cure) (i) Executive’s failure, subject to the relaxed standard in Section 1(b), to substantially perform the fundamental duties and responsibilities associated with the position(s) he holds for Good Reason following any reason, including Executive’s failure or refusal to carry out reasonable instructions; (ii) Executive’s material breach of any material written Company policy; (iii) Executive’s gross misconduct in the “change performance of control” and prior to full vesting Executive’s duties for the Company; (iv) Executive’s material breach of the Cumulative Grantsterms of this Agreement; (v) Executive being convicted of, then 100% or pleading nolo contendere or equivalent to, any fraudulent or felony criminal offense or any other criminal offense which reflects adversely on the Company or reflects conduct or character that the Board reasonably concludes is inconsistent with continued employment; or (vi) any criminal conduct that is a “statutory disqualifying event” (as defined under federal securities laws, rules and regulations). Prior to any termination for Cause, and subsequent to any applicable thirty (30) day period of any unvested time within which Executive may be permitted to cure, Executive will be entitled to appear (with counsel) before the full Board to present information regarding his views on the Cause event, and after such hearing, there must be at least a majority vote of the full Board (other than Executive) to terminate him for Cause. After providing the notice in foregoing sentence, the Board may suspend Executive with full pay and benefits until a final determination pursuant to this paragraph has been made.” (b) Effective as of the Effective Date of the Second Amendment to this Agreement, the PSAs with a Performance Condition of (i) Monthly Recurring Revenue equal to or more than $5.0 million for two consecutive calendar months and (ii) Volume Weight Average Price “VWAP” in excess of $50 on The Nasdaq Stock Market LLC over 20 Consecutive Trading Days shall be amended to provide that, if the applicable Performance Condition is not achieved on or prior January 9, 2027, the portion of the Cumulative Grants will PSA corresponding to such condition shall not vest and shall be forfeited by Executive. The PSAs are amended only as expressly provided in this Amendment and shall otherwise continue in full upon such termination; force and (B) if effect in accordance with the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion terms of the Cumulative Grants will vest in full upon the consummation 2019 Plan and applicable Notice of such “change Award of control,” subject to the Executive’s continued employment with the Company through such consummationPerformance Shares.

Equity. (ia) Following You acknowledge and agree that as of immediately prior to the Effective Separation Date you held the number of vested and unvested Class A Units of Parent (as defined below) and Management Incentive Units of Parent (“MIUs”), in each case, that are set forth on Exhibit A to this Agreement, that were granted to you under Parent’s 2017 Management Incentive Plan (the “Plan”) and award agreements thereunder (the “Award Agreements”) or that were purchased by you pursuant to those Class A Unit Subscription Agreements, dated June 1, 2017 and September 16, 2017, respectively, between you and Parent (the “Subscription Agreements,” and collectively with the Plan, the Award Agreements, and Parent’s Limited Liability Company Agreement dated as of April 3, 2017, in each case, as amended from time to time, the “Equity Documents”). Other than the Class A Units and MIUs set forth on Exhibit A, you acknowledge and agree that you do not directly or indirectly hold any equity or equity-based awards in Parent or any of its affiliates. Subject to your execution (and non-revocation) of this Agreement and subject to Board approvalyour meeting in full your obligations hereunder, the Company will grant to the Executive an option to purchase shares of the Company’s common stock 113,750 unvested MIUs that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is are subject to time-based vesting and that are ordinarily scheduled to vest (without regard to your termination of employment) on or before December 31, 2020 and 227,500 unvested MIUs that are eligible to vest if the TPG Investor receives a TPG Return equal to [ ] times the Investment Amount (as such terms are defined in the applicable Award Agreement) will remain outstanding following the Separation Date and will vest in full on the date that is six (6) months following the Separation Date (or, if earlier, upon a Change in Control (as defined in the Plan)), and all accrued distribution amounts with respect to such unvested MIUs ($1,162,027, plus the distributable share attributable to such MIUs of any distribution made after the date hereof) shall be paid within thirty (30) days following such vesting date. The MIUs that become vested following the Separation Date in accordance with this Section 6(a) shall be referred to herein as the “Accelerated MIUs”. Except as provided in the preceding sentence, all MIUs that were unvested as of the Separation Date were forfeited in accordance with their terms for no consideration due or payable to you as of the Separation Date. (b) All vested Class A Units and Management Incentive Units of Parent held by you (including the Accelerated MIUs) will remain subject to the terms of the applicable Equity Documents, except as otherwise expressly provided herein. In addition, you agree that the following provisions shall apply in the event of the consummation of the initial public offering of shares of stock of the Company or any present or future affiliate thereof (together with any related reorganization transaction(s), the “IPO” and such publicly-traded company, “Pubco”): (i) Class A Units and MIUs held by you and your permitted transferees may be converted into shares of Pubco stock on terms determined by the Parent’s Board of Managers or the compensation committee thereof (the “Option GrantParent Board”), with (A) 25% in its good faith discretion, based on the value of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, Class A Units and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested MIUs they replace as of immediately prior to conversion (and to the four (4)-year anniversary of extent any MIUs that shall remain outstanding and unvested at such time in accordance with Section 6(a) above, subject to the Option Grant.same vesting terms as applied to such MIUs immediately prior to the conversion); (ii) The terms and conditions of the Option Grant will any Pubco stock may be provided under separate cover and governed subjected to a post-IPO lock-up restriction if requested by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), underwriters and all vesting of the Option Grant will may be subject to such other transfer restrictions, which shall not apply for longer than one (1) year, following the Executiveconsummation of the IPO, as the Parent Board determines in good faith is appropriate to avoid material market disruption, taking into account the size your remaining equity holdings, the public company’s continued employment public float and average trading volumes, applicable securities law restrictions and disclosure requirements; and (iii) in the event you are eligible for benefits under any tax receivable agreement entered in connection with the Company from IPO, the grant Parent Board may elect to pay you the net present value (as determined in good faith by the Parent Board) of any payments that would otherwise be payable to you under such tax receivable agreement. (c) You agree to sell, and Parent agrees to purchase, your Accelerated MIUs and your vested Class A Units and MIUs set forth on Exhibit A. As illustrated on Exhibit B hereto, you and Parent agree that Class A Units and MIUs having an aggregate repurchase price of $10 million (less the value of any non-tax distributions made after the date through hereof but prior to the repurchase date and after taking into account appropriate adjustments for any tax distributions relative to pro rata ownership made prior to the repurchase date) shall be repurchased by Parent on the sixtieth (60th) day following the Separation Date (the “First Repurchase Date”) and the Accelerated MIUs and the remainder of your Class A Units and other MIUs shall be repurchased on the sixtieth (60th) day after the first anniversary of the Separation Date (the “Second Repurchase Date”). The purchase price for such Accelerated MIUs, Class A Units and other MIUs will be equal to (i) $34.57 per Class A Unit and per MIU for the repurchase made on the First Repurchase Date and (ii) the aggregate fair market value of the Accelerated MIUs, Class A Units and other MIUs repurchased on the Second Repurchase Date, in any case under clause (i) or (ii), (x) taking into account any previous tax distributions relative to pro rata ownership received by you in respect of such Accelerated MIUs, Class A Units and other MIUs that, as of the applicable vesting repurchase date. Without limitation, have not otherwise been appropriately taken into account when calculating prior non-tax distributions and (y) less any non-tax distributions in respect of your units between the award agreement governing date hereof (in the Option Grant will require case of the Executive first repurchase) or the date of the applicable valuation (in the case of the second repurchase) and the applicable repurchase date, as determined in good faith by the Parent Board on a basis consistent with other actions relating to enter into its management equity program, provided that you retain your appraisal rights with respect to such valuation(s) pursuant to Section 2.5(e) of the Non-Compete Restrictive Covenant Employment Agreement (as defined below). The purchase price for such Accelerated MIUs, which, if entered into by the Executive, will supersede Class A Units and other MIUs shall be paid in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, cash on the terms set forth hereinapplicable repurchase date specified above, an additional option to purchase shares of unless payment in cash would violate applicable law or the Parent Board determines in good faith that doing so would reduce available baskets under the Company’s common stock credit agreement (in respect effect as of the Option Grant First Repurchase Date, Second Repurchase Date, or any subsequent repurchase date, as applicable) below 50% of their aggregate annual limits (any such additional grant, a the “Potential Future Option GrantCredit Agreement Limitations”), in connection with capital contributions into which case, to the Company anticipated to occur following extent a repurchase in cash on the Effective Date, whether otherwise applicable repurchase date would require a payment in excess of such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of claritythreshold, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest repurchase price in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation excess of such “change threshold shall instead be paid on or within sixty (60) days following on the first possible date(s) that such Credit Agreement Limitation no longer applies. In the event of control,” subject an IPO prior to the Executive’s continued employment with the Company through any such consummationrepurchase, this Section 6(c) shall cease to apply.

Equity. (i) Following Subject to approval by the Effective Date Board or a committee thereof, the Executive will receive a restricted stock unit (“RSU”) award with an initial equity value of $15,000,000 (“Initial RSU Value”) under the Company’s 2023 Stock Option and Incentive Plan (as may be amended, the “Plan”, and together with the applicable award agreement(s), collectively the “Equity Documents”), which will be subject to Board approvalvesting pursuant to the terms of the Equity Documents. The number of RSUs the Executive receives will be determined by dividing the Initial RSU Value by the average closing market price on the New York Stock Exchange of one share of the Company’s Series A common stock during the 30-day period ending on the effective date of grant (anticipated to be September 15, 2026), rounded down to the nearest whole share. Subject to the Executive’s continued employment with the Company, this RSU award will vest in equal quarterly installments over four years. If vested, the Company will grant to the Executive an option to purchase shares deliver one share of the Company’s Series A common stock that represents 0.75% of for each vested RSU. Notwithstanding the fully-diluted common stock of the Company outstanding as of the Effective Date foregoing and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth thereinin any applicable option agreement or other stock-based award agreement, if in the event that the Executive’s employment with the Company terminates due to a termination is terminated by the Company without Cause or by the Executive with or without for Good Reason (eachReason, as defined below), then in each case within the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement Change in Control Period (as defined below), which, if entered into by all of the then-outstanding and unvested portion of the Executive’s stock options and other stock-based awards that are subject solely to time-based vesting shall become fully vested and exercisable or nonforfeitable, will supersede in its entirety as applicable, immediately as of the Initial Restrictive Covenant Agreement Date of Termination (as defined below)) or, if later, as of the Change in Control. (iiiii) In addition addition, subject to approval by the Option GrantBoard or a committee thereof, the Executive will receive a performance stock unit (“PSU”) award with an initial equity value of $3,000,000 USD (“Initial PSU Value”) subject to the Plan and vesting pursuant to the terms of the Equity Documents. The number of PSUs the Executive receives will be eligible to receive, determined by dividing the Initial PSU Value by the average closing market price on the terms set forth herein, an additional option to purchase shares New York Stock Exchange of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a one share of the Company’s Series A common stock as of during the grant date. Any Potential Future Option Grant will vest 30-day period ending on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant effective date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything grant, rounded down to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occursnearest whole share. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), The PSUs shall be subject to doubleboth performance-trigger based and time-based vesting acceleration upon conditions, each as set forth in and governed by the Equity Documents. The PSUs shall be eligible to vest based on the achievement of stock price goals during a “change performance period lasting until February 15, 2029, as determined and certified by the Board or a committee thereof. Any PSUs that become eligible to vest based on achievement of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that applicable performance conditions shall vest only if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject Executive continues to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) have a Service Relationship through the applicable vesting datedate(s), but if up to and including the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change Date of control” and Termination; provided, however, that vesting shall not occur prior to full vesting the first anniversary of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” vesting commencement date. The PSUs shall be subject to the Executive’s continued employment terms and conditions set forth in the Equity Documents, including provisions relating to certification of performance, vesting, termination of employment, and treatment in connection with the Company through such consummationa Change in Control.

Equity. In connection with Employee’s employment hereunder, the Board or the Committee has determined to award to Employee the following grants, subject to the terms of NextNav’s 2021 Omnibus Incentive Plan (i“the Plan”). No right to any equity grant is earned or accrued until such time as vesting occurs, and equity grants do not confer any right to continued vesting or employment: i. As of the Start Date, equity grants will be made to Employee with an aggregate value of One-Million Five-Hundred Thousand dollars ($1,500,000) Following divided in value between NextNav restricted stock units (“RSU”) with a grant value equal to Seven-Hundred Fifty Thousand dollars ($750,000) and a grant of NextNav stock options (“Options”) with a grant value of Seven-Hundred Fifty Thousand dollars ($750,000). In each case the Effective Date conversion of the grant value into the amount of RSUs and Options will be calculated using a trailing twenty (20) day average of Company stock price from the grant date, consistent with grant calculations made for other similarly situated employees, and otherwise be in accordance with the terms of the Plan. Employee’s Option exercise price shall be priced at one hundred and ten (110%) of the trailing twenty (20) day average of the Company stock price from the grant date. 1/4 of the RSUs and Options shall vest twelve (12) months from the grant date, and subject to Board approvalEmployee’s continued employment with the Company, the Company will grant remaining 3/4 of the RSUs and options shall continue vesting in equal installments of 1/12 per quarter over the subsequent three years. ii. Subject to the Executive Board or Committee authorization and approval (which approval shall not be unreasonably withheld), in the first quarter of 2026, Employee will be eligible for an option annual long-term incentive grant valued at Seven- Hundred Fifty Thousand dollars ($750,000) divided equally in value between NextNav RSUs and Options. As to purchase shares each of these grants, 1/4 shall vest on the one- year anniversary of the Company’s common stock that represents 0.75% grant date and the remaining 3/4 of the fully-diluted common grant shall vest in equal installments of 1/12 per quarter thereafter. In each case the conversion of the grant value into RSUs and Options will be calculated using a trailing twenty (20) day average of Company stock price from the grant date, consistent with grant calculations made for other similarly situated employees, and otherwise be in accordance with the terms of the Plan. Employee’s Option exercise price shall be priced at one hundred and ten (110%) of the training twenty (20) day average of the Company outstanding as of stock price from the Effective Date and is subject to time-based vesting (the “Option Grant”)grant date. Thereafter, with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s annual equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant grant amounts will be subject to the Executive’s continued employment authorization and approval of the Board or Committee in their sole discretion. Such annual long-term incentive equity grants shall vest over a four- year period, consistent with grant calculations made for other similarly situated employees, and each in the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into form previously approved by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), Board or Committee in connection with capital contributions into the Company anticipated Plan, a form of each of which has been provided to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationEmployee.

Equity. (a) Subject to the terms of the Parent’s 2016 Equity Incentive Plan (the “Plan”) and approval of the grant by the Parent’s board of directors (the “Parent Board”) or a committee thereof, the Executive will receive (i) Following the Effective Date and subject to Board approval, the Company will a grant to the Executive an option to purchase shares of the Company’s common restricted stock that represents 0.75% units of the fully-diluted common stock Parent with a grant date value of the Company outstanding as of the Effective Date and is subject to time-based vesting $2,250,000 (the “Option GrantInitial RSUs”) and (ii) a grant of options to acquire common shares of Parent (“Common Shares”) with a grant date value of $2,250,000 (the “Initial Options” and, together with the Initial RSUs, the “Initial Grants”). The number of Common Shares underlying (i) the Initial RSUs shall be determined based on the closing price of a Common Share on the date of grant and (ii) the Initial Options shall be determined using a Black-Scholes or other option pricing model as determined by the Board or a committee thereof in its sole discretion. The Initial RSUs will be subject to a four-year vesting period with 25% vesting at year one (1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as any other terms and conditions contained in the grant agreement and the Plan. The Initial Options will (i) be subject to a four (4)-year vesting period, with (A) 25% of the Initial Option Grant shares vesting on the at year one (1)-year anniversary 1) following the grant date and quarterly vesting of 6.25% per quarter thereafter over three (3) years, as well as other terms and conditions contained in the Effective Dategrant agreement and the Plan, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything have an exercise or strike price per share equal to the contrary set forth therein, if the Executive’s employment with the Company terminates due to closing price of a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from Common Share on the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive and expire and cease to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, exercisable on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant ten (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as 10)-year anniversary of the grant date. Any Potential Future Option Grant will vest Under the Company’s current grant date policy, equity grants are effective on the same terms as set forth above for 15th (or next business day) of the Option Grant; provided, that, for month next following the avoidance later of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant approval of the option grant or the optionee’s commencement of employment. The Initial Grants will be governed by the Plan and not on other documents issued in connection with the Effective Date. Notwithstanding anything grants. (b) The Executive will also be eligible to the contrary receive discretionary annual equity incentive grants in the foregoing, amounts commensurate with the Executive’s eligibility to receive position as Chief Financial and Business Officer based upon meeting Company and individual performance metrics as determined by the anti-dilution protection afforded by any Potential Future Option Grant will be Board or a committee thereof in its sole discretion (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Annual Equity Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. (i) Following the Effective Date and subject to Board approvalIn August 2025, the Company Executive will grant to the Executive be granted an option to purchase award of performance-vesting restricted stock units covering 1,200,000 shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant2025 PSUs”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of 2018 Equity Incentive Plan (the Option Grant (any such additional grant, a “Potential Future Option GrantPlan”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant 2025 PSUs will equal the fair market value of a share of vest based on (A) the Company’s common achievement of specified stock as of prices during the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on first six years after the grant date of such Potential Future Option Grant and not on (the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements“Performance Requirement”) and (B) subject to except as otherwise set forth herein or in the award agreement, Executive’s continued employment with status as a Service Provider (as defined in the Plan) through the Applicable Date (the “Service Requirement”). The Service Requirement will be satisfied as to 50% of each tranche of the 2025 PSUs that satisfies the Performance Requirement on the later to occur of (x) January 3, 2028 and (y) the date that the Performance Requirement of such tranche is satisfied and the remaining 50% of each tranche of the 2025 PSUs that satisfies the specified stock price requirement will vest on the later to occur of (x) January 3, 2029 and (y) the date that the stock price requirement of such tranche is satisfied (each such applicable date, the “Applicable Date”). (1) If the Company through is subject to a Change in Control (as defined in the date on which Plan), achievement of the applicable Investor Funding Event occursPerformance Requirement will be measured using the transaction price in the Change in Control, with achievement credited effective as of immediately prior to and conditioned upon the closing of the Change in Control. For the avoidance of doubt, (A) unless the Option Grant2025 PSUs are continued or assumed by the acquiring or successor entity in a Change in Control, any Potential Future Option Grantportion of the 2025 PSUs that have not satisfied the Performance Requirement as of the Change in Control shall terminate and shall not be eligible to become vested, and any other time-based equity including with respect to Section 7(b)(iii). (collectively2) If, in connection with a Change in Control, the “Cumulative Grants”)2025 PSUs are not assumed or continued by the acquiring or surviving entity in the Change in Control, shall any portion of the 2025 PSUs that have achieved the Performance Requirement (including but not limited to achievement based on the transaction price) will become fully vested as of immediately prior to the closing of the transaction. (3) If, at any time, (x) Executive ceases to be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such Chief Executive Officer due to removal from that if the Cumulative Grants are assumed, continued or substituted role by the acquirer Company without Cause, or if Executive ceases to be an employee of the Company due to a termination without Cause, due to Executive’s death or Disability, or, following a Change in Control, due to a resignation for Good Reason, and (y) if either (i) at such time the “change Company does not continue Executive’s service as either a member of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject Board or an advisor to the Executive’s continued employment with Company, or (ii) Executive does continue in service as a member of the Board or an advisor to the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company and such service is subsequently terminated by the Company or a vote of the stockholders (or any successor(x) without Cause or by the Executive for Good Reason following and (y), the “change of control” and prior to full vesting of the Cumulative GrantsAccelerated Vesting Conditions”), then 100% of any unvested portion of the Cumulative Grants then-outstanding 2025 PSUs that have achieved the Performance Requirement by the date of the termination of such service will vest become fully vested as of such termination date, subject to Executive’s satisfaction of the Release Requirement. (4) Further, if, prior to the occurrence of a Change in full upon such termination; Control, the Accelerated Vesting Conditions occur, then the 2025 PSUs that have not yet satisfied the Performance Requirement will remain outstanding and eligible to achieve the Performance Requirement until the earlier of (i) the end of the performance period of the 2025 PSUs and (Bii) the closing of a Change in Control (the “Tail Period”). In such case, if the Cumulative Grants are not assumedPerformance Requirement is satisfied with respect to a tranche of the 2025 PSUs during the Tail Period (whether due to a Change in Control or ordinary course stock price performance), continued the Service Requirement will be deemed satisfied such that the 2025 PSUs that satisfy the Performance Requirement will become fully vested as of the date on which the applicable Performance Requirement is achieved, subject to Executive’s satisfaction of the Release Requirement. (5) In the event of a conflict, whether express or substituted by implied, between the acquirer terms set forth in this Section 3(c)(i) and the “change of 2025 PSU award agreement, this Section 3(c)(i) shall control,” then 100% . (ii) Executive will be eligible to receive additional Company equity awards pursuant to any plans or arrangements the Company may have in effect from time to time. The Committee will determine in its discretion whether Executive will be granted any Company equity awards and the terms of any unvested Company equity award in accordance with the terms of any applicable plan or arrangement that may be in effect from time to time. (iii) Executive currently holds and may receive additional Company equity awards with performance-based vesting from time to time (each, a “Performance Based Award”). If, prior to the occurrence of a Change in Control, the Accelerated Vesting Conditions occur, then any Performance-Based Award will remain outstanding and eligible to achieve the performance conditions until the earlier of (i) the end of the performance period applicable to such Performance-Based Award and (ii) the closing of a Change in Control. In such case, if the applicable performance conditions are satisfied (in whole or in part) with respect to such Performance-Based Award (whether due to a Change in Control or otherwise), such portion of the Cumulative Grants Performance-Based Awards that have satisfied the applicable performance conditions will vest in become fully vested (including as to the full upon service-based vesting requirement) as of the consummation of such “change of control,” date on which the applicable performance condition is achieved, subject to the Executive’s continued employment satisfaction of the Release Requirement. For the avoidance of doubt, to the extent of any conflict between the provisions of Section 7 or the terms of the applicable equity award agreement and the foregoing provision, the foregoing provision shall control. (iv) Executive currently holds and may receive additional Company equity awards with service-based vesting from time to time (each, a “Service Based Award”). If, prior to the Company through such consummationoccurrence of a Change in Control, the Accelerated Vesting Conditions occur, then any Service-Based Award will become fully vested as of the date on which the Accelerated Vesting Condition occurs, subject to Executive’s satisfaction of the Release Requirement. For the avoidance of doubt, to the extent of any conflict between the provisions of Section 7 or the terms of the applicable equity award agreement and the foregoing provision, the foregoing provision shall control.

Equity. (i) Following the Effective Date and subject to Board approval, the Company will grant to the Executive (A) an option to purchase shares of the Company’s common stock that represents 0.753.0% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Time Option Grant”), with (AI) 25331⁄3% of the Time Option Grant vesting on the one (1)-year anniversary of the Effective DateSeptember 1, 2025, and (BII) the remaining 75662⁄3% of the Time Option Grant vesting in equal monthly installments over the thirty-six two (36) month 2)-year period thereafterfollowing September 1, 2025, such that the Time Option Grant will be fully vested as of the four September 1, 2027, and (4)-year anniversary B) an additional option to purchase shares of the Company’s common stock that represents 1.5% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to performance-based vesting (the “Performance Option Grant,” and the Performance Option Grant, together with the Time Option Grant, collectively, the “Option Grants”), with the Performance Option Grant vesting based on satisfaction of the “Performance Requirement” (which will be defined as the FDA authorizing the Company to commence its Phase 3 Study), whereby (I) 100% of the Performance Option Grant vests if the Performance Requirement is satisfied on or before December 31, 2025; (II) 662⁄3% of the Performance Option Grant vests if the Performance Requirement is satisfied after December 31, 2025 but on or before March 31, 2026; and (III) 0% of the Performance Option Grant vests if the Performance Requirement is satisfied after March 31, 2026. (ii) The terms and conditions of the Option Grant Grants will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the relevant Option Grant) within which to exercise any vested portion of the any Option Grant), and all vesting of the Option Grant Grants will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement agreements governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option GrantGrants, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of each of the Option Grant Grants (any each such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.753.0% of the fully-diluted common stock of the CompanyCompany outstanding in respect of the Time Option Grant and any Potential Future Option Grant and 1.5% of the fully-diluted common stock of the Company outstanding in respect of the Performance Grants (as defined below); for purposes of clarity, the capital contributions made into the Company total $300,000,000 200,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant issued in respect of the Time Option Grant will vest on the same terms as set forth above for the Time Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Dategrant date of the Time Option Grant. Any Potential Future Option Grant issued in respect of the Performance Option Grant will vest on the same terms as set forth above for the Performance Option Grant; provided, that, for the avoidance of doubt, if the Investor Funding Event triggering the Potential Future Option Grant occurs after March 31, 2026, then if the Performance Requirement was satisfied on or prior to March 31, 2026, the Executive will receive a fully-vested Potential Future Option Grant in respect of the Performance Grant, with the number of shares of the Company’s common stock underlying such Potential Future Option Grant determined based on the percentage of the Performance Grant that has vested (i.e., such number of shares will equal the product of (A) the number of shares that would have to underly the Potential Future Option Grant in order for the total number of shares underlying the Performance Grant and such Potential Future Option Grant to collectively represent 1.5% of the fully-diluted common stock of the Company outstanding as of the Investor Funding Event and (B) the percentage of the Performance Grant that has vested (i.e., either 662⁄3% or 100%)); and if the Performance Requirement was not satisfied on or prior to March 31, 2026, the Executive will not receive any Potential Future Option Grant in respect of the Performance Grant. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility entitlement to receive the anti-dilution protection afforded by any the Potential Future Option Grant Grants will be (AI) limited to Additional Investor Contributions totaling $100,000,000 200,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant Grants or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000200,000,000, such that the Executive’s ownership stake could decrease below 0.754.5% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000200,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.754.5% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (BII) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. Furthermore, the Executive will have the opportunity to co-invest alongside the Major Investors in connection with any Investor Funding Event (regardless of whether the Executive receives a Potential Future Option Grant in connection with any Investor Funding Event), provided, that, (x) the Executive’s co-investment must be made personally or by way of a controlled family trust; (y) the amount of the Executive’s co-investment will be subject to pro-rata cutback alongside the other investors making an investment in connection with the Investor Funding Event; and (z) the purchase price that the Executive will be required to pay in connection with the co-investment will be the same as the purchase price paid by the Major Investors, and otherwise, the Executive’s co-investment will be subject to the terms and conditions set forth in the relevant governing documents. (iv) For the avoidance of doubt, (A) both the Time Option Grant, Grant and any Potential Future Option Grant issued in respect of the Time Option Grant, and as well as any other time-based equity grant(s) (collectively, the “Cumulative Grants”), ) shall be subject to double-trigger vesting acceleration upon a “change of control,” (a “Covered Transaction Transaction” as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation. If a “change of control” occurs on or before March 31, 2026, and if the Performance Option Grant and any Potential Future Option Grant issued in respect of the Performance Option Grant (collectively, the “Performance Grants”) have not yet vested as of the consummation of such “change of control,” 50% of the then unvested Performance Grants will vest in full upon consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation, and the Board will determine, in its reasonable discretion, the treatment of the remaining 50% of the then unvested Performance Grants, which may, but is not required to, involve whole or partial vesting thereof, depending on the circumstances.

Equity. (ia) Following the Effective Date and subject to Board approval, the The Company will grant to the Executive you an option (the “Option”) to purchase 385,226 shares of the Company’s common stock that represents 0.75% of stock, at a per share exercise price equal to the fully-diluted common stock of Fair Market Value (as defined in the Company outstanding as of the Effective Date Company’s 2011 Employee, Director and is subject to time-based vesting Consultant Equity Incentive Plan (the “Option Grant2011 Plan”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect on the date of grant. The Option will vest over a four (4) year period, with one quarter (1/4) of the shares subject to the Option Grant vesting on the one (any such additional 1) year anniversary of the date of grant, and the remaining shares vesting on a “Potential Future Option Grant”)quarterly basis over the following three (3) years of continuous service, in connection with capital contributions into provided that you are providing services to the Company anticipated to as an employee or consultant on such vesting dates (no vesting will occur following the Effective Datetermination of employment or consulting services). The Option will be, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with to the occurrence of any such Additional Investor Contributionsmaximum extent permissible, treated as an “Investor Funding Event”)incentive stock option” within the meaning of Section 422 of the Internal Revenue Code. The Option will be formally approved by the Board of Directors and will be evidenced in writing by, so and subject to the terms and conditions of, the 2011 Plan and the Company’s standard form of stock option agreement, which agreement will expire ten (10) years from the date of grant except as to preserve the Executive’s ownership stake otherwise provided in the Company at 0.75% stock option agreement or the Plan. (b) As described in the applicable stock option agreement and subject to the terms and conditions thereof, if there is a Change of the fully-diluted common stock of Control (as defined in each such agreement) involving the Company; for purposes , then one hundred percent (100%) of clarity, the capital contributions made into the Company total $300,000,000 all of your unvested options will vest and become immediately exercisable as of the Effective Dateconsummation of the Change of Control. The per share exercise price parties acknowledge and agree that to the extent that this Section 6(b) conflicts with any term of an option agreement listed above (including but not limited to any Potential Future Option Grant will equal the fair market value term of such option agreement or grant document that permits or requires that a termination without “Cause” or as a result of a share “Good Reason” occur following a Change of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above Control in order for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant unvested options to become vested and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (Afully exercisable) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants terms of this Section 6(b) will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationgovern.

Equity. (i) Following Subject to the Effective Date and subject to grant being made by Parent’s Board approvalof Directors, the Company will grant to the Executive an option to purchase shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant Employee will be fully vested as recommended for a restricted stock unit grant in the value of the four (4)-year anniversary US$1,850,000 of the Option Grant. (ii) Parent’s Class A Common Stock. The terms and conditions of the Option Grant will be provided under separate cover and governed by the CompanyEmployee’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant restricted stock unit grant will be subject to the Executivevesting schedule and other terms and conditions of Parent’s continued employment with 2016 Equity Incentive Plan and the Company from related Restricted Stock Unit Grant Notice and Restricted Stock Unit Agreement, all of which the grant date through the applicable vesting dateEmployee will receive under separate cover. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive The Employee will be eligible required to receive, on sign the terms set forth herein, an additional option to purchase shares Restricted Stock Unit Agreement as a condition of receiving the Companyrestricted stock units. If the Employee’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), Involuntary Termination occurs either in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors a Change in Control (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan2016 Equity Incentive Plan), such or within three (3) months prior to or within twelve (12) months following the closing of a Change in Control, and provided that if the Cumulative Grants are assumedEmployee remains in compliance with the terms of this Agreement, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants Employee will remain subject be entitled to their existing vesting terms the Severance Benefits provided for above in Section 3.5, and conditions and continue the following additional benefits: (a) an amount equal to vest six (6) months of the Employee’s then-current annual target bonus as per Clause 6.2 to be paid in equal instalments on the ordinary course Company’s normal payroll schedule over the six (6) month period immediately following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting date of the Cumulative Grants, then Involuntary Termination; (b) 100% of any unvested portion all of the Cumulative Grants Employee’s then-outstanding time-based unvested Parent equity awards will vest in full upon such terminationaccelerate and will be deemed vested and exercisable (if applicable) as of the Employee’s date of Involuntary Termination; and (Bc) the Employee’s then-outstanding performance-based unvested Company equity awards will accelerate and will be deemed vested and exercisable (if applicable) based on the Cumulative Grants are not assumedgreater of the Employee’s target performance rate or actual performance as of the Employee’s date of Involuntary Termination (collectively, continued or substituted by the acquirer in the “change Change in Control Severance Benefits”). Employee will be eligible for consideration for future grants of control,” then 100% of any unvested portion equity awards in connection with the annual executive compensation determination process of the Cumulative Grants will vest in full upon Compensation Committee of the consummation Parent’s Board of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationDirectors.

Equity. Subject to approval by the Board (i) Following or a committee thereof), and as an inducement material to Executive’s entering into employment with the Effective Date and subject to Board approvalCompany, the Company will grant to the Executive shall be granted an option to purchase 350,000 shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of in the Company outstanding as at the fair market value on the date of the Effective Date and is subject to time-based vesting grant (the “Option GrantInitial Option”). The shares subject to the Initial Option will vest over four years of continuous service to the Company, with twenty-five percent (A25%) 25% of the shares subject to the Initial Option Grant vesting on the one (1)-year first year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant shares vesting in equal monthly installments over the subsequent thirty-six (36) month period months of continuous service thereafter. In addition, such that subject to approval by the Board (or a committee thereof), and also as an inducement material to Executive’s entering into employment with the Company, Executive shall be granted an option to purchase an additional 225,000 shares of common stock in the Company at the fair market value on the date of grant (the “Additional Option”). The shares subject to the Additional Option Grant will fully vest on December 31, 2020. The Initial Option and Additional Option shall be fully vested as governed in all respects by the terms of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan 2020 Inducement Plan (providedthe “Plan”) and option agreement between Executive and the Company. Executive shall be entitled to be considered for additional stock option grants under the Plan or the Company’s 2018 Equity Incentive Plan, thatas amended, notwithstanding anything as approved by the Board (or a committee thereof) in its sole discretion. In addition, (i) with respect to the contrary set forth thereinInitial Option only, in the event of a Transaction (as defined in the Plan) at a time when Executive’s Continuous Service (as defined in the Plan) has not terminated prior to such Transaction, if the Executivesurviving corporation or acquiring corporation (or the surviving or acquiring corporation’s employment with parent company) does not assume or continue the Initial Option or substitute a similar stock award for the Initial Option (including, but not limited to, an award to acquire the same consideration paid to the stockholders of the Company terminates due pursuant to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined belowTransaction), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Initial Option Grant will be subject shall immediately accelerate in full, and (ii) with respect to the Additional Option only, notwithstanding any provision in the Plan or form of Additional Option agreement to the contrary, in the event of the termination of Executive’s Continuous Service (other than for Cause), the Executive may exercise his Additional Option (if vested) within the period of time ending on the earlier of (a) the date that is eighteen (18) months following the termination of the Executive’s continued employment with Continuous Service, (b) the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share Transaction, or (c) the tenth (10th) anniversary of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationOption.

Equity. (ia) Following On or as soon as practicable following the Effective Date consummation of the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ acquisition pursuant to that certain agreement and plan of merger to which TopCo is a party and dated as of September 19, 2014 (“Project Casper”), subject to approval by the Board approvalof Directors, the Company TopCo will grant to the Executive an option (the “Option”) to purchase a number of ordinary shares of TopCo (the Company’s common stock that represents 0.75% “Common Shares”) equal to $6,000,000 divided by the fair market value of a Common Share on the fullydate of grant, one-diluted common stock third (1/3) of which will be a Time-Based Option and two-thirds (2/3) of which will be a Performance-Based Option (as such terms are defined in the Plan, as defined below), pursuant to the DTZ Jersey Holdings Limited Management Equity Incentive Plan (the “Plan”) and an award agreement to be entered into by the Company outstanding as of the Effective Date and is subject to time-based vesting Executive (the “Option GrantGrant Agreement”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (; provided, that, notwithstanding anything to that in the contrary set forth therein, if event the Term and Executive’s employment with the Company terminates due to a termination is terminated by the Company without Cause or by the Executive with or without for Good Reason (each, as defined below), then prior to the Executive will have a period of ninety (90) days post-termination (but not beyond the original term expiration of the Option Grant) within which Term and Executive is entitled to exercise any vested portion the payments and benefits of the Option Grant)Section 3.4, and all vesting of the Option Grant will be subject to Executive satisfying the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitationrequirements thereof, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede shall be vested in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.7520% of the fullyTime-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 Based Options (not to exceed 100%) as of the Effective Termination Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, thatfurther, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding that notwithstanding anything to the contrary in the foregoingPlan, a termination of the Term and Executive’s eligibility employment described in Section 3.4 of this Agreement within six (6) months prior to receive or twenty-four (24) months following the anti-dilution protection afforded by any Potential Future Option Grant will be consummation of a Change in Control (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan)Plan) shall be a Qualifying Termination for purposes of the Plan; and provided, such further, that if with respect to the Cumulative Grants are assumedPerformance-Based Options, continued or substituted by the acquirer in the “change event of control,” then a Significant Cash Sale or Liquidity Event (as defined in the Cumulative Grants will remain subject Plan) within six (6) months following a termination of the Term and Executive’s employment described in Section 3.4 of this Agreement, Executive shall vest in the number of Performance-Based Options to their existing vesting which he would have been entitled had be remained employed as of the date of such Significant Cash Sale or Liquidity Event, as applicable. The specific terms and conditions governing all aspects of the Options shall be consistent with the Plan and continue to vest as set forth in the ordinary course Option Grant Agreement, and as a condition to exercising the Options or otherwise holding Common Shares, Executive shall be required to execute a Management Stockholders’ Agreement in the form attached hereto as Exhibit A (the “Management Stockholders’ Agreement”); provided, that with respect to any Shares (as such term is defined in the Management Stockholders’ Agreement) (i) purchased by Executive with cash at Fair Market Value (as such term is defined in the Management Stockholders’ Agreement) on the date of such purchase (a “Fair Market Purchase”), and (ii) any Shares received as the result of the settlement of restricted stock units granted in connection with a Fair Market Purchase, but not for purposes of Shares received as a result of the exercise of Options or the settlement of restricted stock units granted other than in connection with a Fair Market Purchase, for purposes of the Call Right under Section 3(b) of the Management Stockholders’ Agreement, Fair Market Value shall not be determined by reference to any pre-established multiple of EBITDA (as such term is defined in the Management Stockholders’ Agreement). (b) On or as soon as practicable following the “change consummation of control,” Project Casper, Executive shall purchase a number of shares of Common Stock for an aggregate investment of at least $500,000 based on the fair market value per share as of the date of purchase, as determined by the Board of Directors, subject to Executive executing a subscription agreement in the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated form provided by the Company (or any successor) without Cause or by and the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationManagement Stockholders’ Agreement.

Equity. (ia) Following the Effective Date and subject to Board approval, the The Company will grant to the Executive you an option (the “Option”) to purchase 95,106 shares of the Company’s common stock that represents 0.75% of stock, at a per share exercise price equal to the fully-diluted common stock of Fair Market Value (as defined in the Company outstanding as of the Effective Date Company’s 2011 Employee, Director and is subject to time-based vesting Consultant Equity Incentive Plan (the “Option Grant2011 Plan”)) of the Company’s common stock on the date of grant. The Option will vest over a four (4) year period, with one quarter (A1/4) 25% of the shares subject to the Option Grant vesting on the one (1)-year 1) year anniversary of the Effective Datedate of grant, and (B) the remaining 75% shares vesting on a quarterly basis over the following three (3) years of continuous service, provided that you are providing services to the Company as an employee or consultant on such vesting dates (no vesting will occur following the termination of employment or consulting services). The Option will be, to the maximum extent permissible, treated as an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code. The Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company’s standard form of stock option agreement, which agreement will expire ten (10) years from the date of grant except as of otherwise provided in the four (4)-year anniversary of stock option agreement or the Option GrantPlan. (iib) The terms and conditions of Company will grant you a performance stock unit (the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with “IDE PSU”) in the Company terminates due equal to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase 47,553 shares of the Company’s common stock in respect stock. The IDE PSU will provide for the issuance of (i) one hundred percent (100%) of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into shares subject to the IDE PSU upon receipt by the Company anticipated of an Investigational Device Exemption (“IDE”) approval by the U.S. Food and Drug Administration of the Company’s EndoBarrier therapy, provided that you are providing services to the Company as an employee or consultant on such issuance date (no issuance will occur following the Effective Datetermination of employment or consulting services). The IDE PSU will be evidenced in writing by, whether such capital contributions are made by existing and subject to the terms and conditions of, the 2011 Plan and the Company’s standard form of restricted stock unit agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the restricted stock unit agreement or new investors the Plan. (c) The Company will grant you a performance stock unit (the “Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding EventPMA PSU”), so as to preserve the Executive’s ownership stake ) in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share to 95,106 shares of the Company’s common stock. The PMA PSU will provide for the issuance of (i) one hundred percent (100%) of the shares subject to the PMA PSU upon receipt by the Company of pre-market approval by the U.S. Food and Drug Administration of the Company’s EndoBarrier therapy (the “PMA Milestone”) on or prior to June 30, 2019, (ii) seventy-five percent (75%) of the shares subject to the PMA PSU upon achievement of the PMA Milestone after June 30, 2019 and on or prior to June 30, 2020, and (iii) fifty percent (50%) of the shares subject to the PMA PSU upon achievement of the PMA Milestone after June 30, 2020 and on or prior to June 30, 2021, provided that you are providing services to the Company as an employee or consultant on such issuance date (no issuance will occur following the termination of employment or consulting services). If the PMA PSU has not vested prior to June 30, 2021, then the PMA PSU will lapse on that date. The PMA PSU will be evidenced in writing by, and subject to the terms and conditions of, the 2011 Plan and the Company’s standard form of restricted stock unit agreement, which agreement will expire ten (10) years from the date of grant except as otherwise provided in the restricted stock unit agreement or the Plan. (d) As described in the applicable stock option or restricted stock unit agreement(s) and subject to the terms and conditions thereof, if there is a Change of Control (as defined in each such agreement) involving the Company, then one hundred percent (100%) of all of your unvested options and performance stock units will vest and become immediately exercisable as of the consummation of the Change of Control. The parties acknowledge and agree that to the extent that this Section 6(c) conflicts with any term of an option agreement or grant date. Any Potential Future Option Grant will vest on the same terms as set forth document listed above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date (including but not limited to any term of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant option agreement or other anti-dilution protection in respect grant document that permits or requires that a termination without “Cause” or as a result of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change Good Reason” occur following a Change of control,” (a Covered Transaction as defined Control in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” order for unvested options to become vested and fully exercisable) then the Cumulative Grants terms of this Section 6(c) will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationgovern.

Equity. (i) Following the Effective Date and subject to Board approval, the Company will grant to The equity awards held by the Executive an option shall continue to purchase shares be governed by the terms and conditions of the Company’s common stock that represents 0.75% applicable equity incentive plan(s) and the applicable award agreement(s) governing the terms of such equity awards (collectively, the “Equity Documents”); provided, however, that, subject to approval by the Board or the Compensation Committee of the fully-diluted common stock Board, (i) all of the Executive’s outstanding equity awards shall be amended to provide for continued vesting for as long as the Executive remains employed by the Company or serves on the Board and (ii) subject to the Executive’s continued employment or service on the Board through December 31, 2027, all outstanding as of equity awards held by the Effective Date and is Executive that are subject solely to time-based vesting (the “Option GrantTime-Based Equity Awards”)) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of December 31, with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date2027; provided, further, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth thereinin the Equity Documents, if Section 6(a)(iii) of this Agreement shall apply in the event of a termination of the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without for Good Reason in either event within the Change in Control Period (each, as such terms are defined below). (ii) Subject to the approval of the Board or a committee thereof, then at such time in 2026 as the Company makes its annual grants to employees, the Executive will have be granted an equity award in the form of a period non-qualified stock option to purchase 222,132 shares of ninety (90) days post-termination (but not beyond the original term common stock of the Option GrantCompany (the “Option”) within which at an exercise price equal to exercise any vested portion the fair market value of the common stock on the date of grant and 37,522 restricted stock units (“RSUs”). The Option Grant)will vest over 12 substantially equal monthly installments over one year from the date of grant, and all vesting of the Option Grant will be subject to the Executive’s continued employment service relationship (including as director or employee) on such date. The RSUs will vest it their entirety on the first anniversary of the date of grant (or in accordance with the Company from the Company’s equity grant date policies) subject to continued service as an employee or director through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. (ia) Following Subject to approval by the Board of Directors of the Company (“the Board”) and Employee entering into the Company’s Restricted Stock Agreement, within sixty days following the Effective Date and subject to Board approval, Employee will receive under the Company will Viela Bio 2018 Equity Incentive Plan (the “Equity Plan”) a grant to of 76,402 restricted shares (the Executive an option to purchase shares “Restricted Shares”) of the Company’s common stock that represents 0.75% par value $0.001 (“Common Stock”), which Restricted Shares are expected to represent approximately 0.24 percent of the Company’s fully-diluted common stock equity on the date of grant; provided, however, that the Company outstanding as 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 is subject second anniversaries of the grant date. Employee will have the choice to time-based vesting 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 GrantAgreement”), 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 (A) 25% 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 Grant vesting on shares will vest after one year and the one remaining Option shares will vest in equal quarterly amounts over the next three years. (1)-year anniversary c) Employee may be eligible for future grants under the Equity Plan, as determined by the Board in its sole discretion. All equity awards may be subject to dilution following grant. As a condition to receiving the Restricted Shares, the Option and/or any other equity grants, Employee will be required to enter into (i) the Right of First Refusal and Co-Sale Agreement, to be dated as of the Effective Date, by and (B) among the remaining 75% Company and certain stockholders of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafterCompany, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. and (ii) The terms and conditions of the Option Grant will Voting Agreement, to be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 dated as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal , by and among the fair market value of a share Company and certain stockholders of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. (i) Following the Effective Date From time to time, and subject to approval of the Board approvalof Directors and to the terms of the Company's 2000 Stock Option Plan or such other stock plan as may then be in effect, the Company will grant to the Executive an option to purchase you stock options for shares of the Company’s 's common stock stock. (a) Your initial option grant shall be for that represents 0.75number of shares that equals the result of multiplying 0.03 (the "Fraction") times the total number of outstanding securities of the Company as of December 31, 2003, calculated on a Fully Diluted Basis. Twenty-five percent (25%) of your initial option grant shall vest as of March 31, 2004. Thereafter, one-forty-eighth (1/48) of the grant (approximately 2.083% of the fully-diluted common stock options) shall vest on the final day of each subsequent month of your engagement so that all options in your initial grant shall have vested by March 31, 2007. (Should your engagement be terminated for any reason before all options have vested, any unvested options would be forfeited.) (b) As of June 30, 2004, and as of the end of each subsequent calendar quarter, the Company shall grant you options for a number of shares that equals the result of multiplying the Fraction times the total number of outstanding securities of the Company outstanding as of the Effective Date and is subject end of such quarter, calculated on a Fully Diluted Basis, reduced by the total number of options already granted to timeyou under the terms of this Agreement. The options granted under this Subsection 3.3(b) shall vest evenly (1/48 of the options on the final day of each month) over the 48-based vesting month period following the date of the grant. (Should your engagement be terminated for any reason before all options have vested, any unvested options would be forfeited.) (c) Notwithstanding the “Option Grant”other terms of this Paragraph 3.3, in the event of the termination of your engagement by the Company within one (1) year following a "change in control" of the Company as defined in Section 2.7 (including if you "resign for just cause" as defined in Section 2.3 during such one (1) year period), with (A) 25% all granted but unvested options shall immediately become fully vested, and, in addition, the Company shall grant you fully vested options for a number of shares that equals the result of multiplying the Fraction times the total number of outstanding securities of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant will be fully vested Company as of the four (4)-year anniversary date of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed termination, calculated on a Fully Diluted Basis, reduced by the Company’s equity incentive plan (provided, that, notwithstanding anything total number of options already granted to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on you under the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationthis Agreement.

Equity. the following with respect to awards granted to you under the LTIP (ior any predecessor plan to the LTIP): (I) Following All outstanding stock option awards (or portions thereof) that have not fully vested and become exercisable on or before the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) below), and will continue to be exercisable until the greater of twenty-four (24) months following the termination date or the period provided in accordance with the terms of the grant, but in no event later than their expiration date; provided, however, that each of the 2013 Option Grant and the 2014 Option Grant will continue to be exercisable until its expiration date. (II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of twenty-four (24) months following the termination date or the period provided in accordance with the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ June 4, 2013 terms of the grant, but in no event later than their expiration date; provided, however, that each of the 2013 Option Grant and the 2014 Option Grant will continue to be exercisable until its expiration date. (III) All outstanding RSU and other equity awards (or portions thereof) that have not vested on or before the termination date shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to RSUs and other equity awards which remain subject to Board approval, the Company will grant to the Executive an option to purchase shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to timeperformance-based vesting conditions on your termination date, in the event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Option GrantCode Section 162(m)”), with (A) 25% such RSU or other equity award shall vest if and to the extent the Committee certifies that a level of the Option Grant vesting on performance goal(s) relating to such RSU or other equity award has been met, or, if later, the one (1)-year anniversary of the Release Effective Date, and shall be settled within ten (B10) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period business days thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (; provided, thatfurther, notwithstanding anything that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and to the contrary set forth therein, if the Executive’s employment extent that compliance with the Company terminates due performance-based compensation exception under Code Section 162(m) is not required in order to a termination by ensure the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence deductibility of any such Additional Investor ContributionsRSU or other equity award, such RSU or other equity award shall immediately vest (with an “Investor Funding Event”)assumption that the performance goal(s) were achieved at target level, so as if and to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest extent applicable) on the same terms as set forth above for the Option GrantRelease Effective Date and be settled within ten (10) business days thereafter; provided, thatfurther, for that to the avoidance extent that you are a “specified employee” (within the meaning of doubtCode Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” within the meaning of Code Section 409A, vesting thereof will commence such portion shall be settled on the grant date of such Potential Future Option Grant and not on the Effective Permissible Payment Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. (i) Following Effective as of the last business day of the month in which the Effective Date and subject to Board approvaloccurs, the Company will Compensation Committee of the Board shall grant to the Executive an a stock option to purchase up to 200,000 shares of the Company’s common stock that represents 0.75% Common Stock with an exercise price DB2/ 31050483.3 per share equal to the fair market value of the fullyCompany’s Common Stock on the date of grant (the “Option”) under the Company’s 2013 Stock Incentive Plan (the “Plan”). The Option will be evidenced by the standard stock option agreement under the Plan and will be subject to the terms and conditions of that agreement and the Plan, with one-diluted common stock quarter of the Company outstanding as of Option shares vesting twelve (12) months from the Effective Date and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting on the one (1)-year anniversary of the Effective Date, and (B) the remaining 75% of the Option Grant remainder vesting in equal monthly installments over the for thirty-six (36) month period months thereafter, provided Executive remains a full-time employee through each such that the Option Grant will be fully vested as of the four (4)-year anniversary vesting date. Vesting of the Option Grant. (ii) The terms and conditions any subsequent equity grants will cease upon termination of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with by either party for any reason, provided however, in the Company terminates due to a event of the termination of Executive’s employment by the Company without Cause or by the Executive for Good Reason, in either case, within twelve (12) months of a Change in Control, Executive shall vest on an accelerated basis with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition respect to the Option Grant, and any other equity incentive award then held by Executive as follows: (i) in the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares event of the Company’s common stock a Change in respect of the Option Grant Control within two (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur 2) years following the Effective Date, whether such capital contributions are made Executive shall vest with respect to fifty percent (50%) of the unvested shares subject to the Option and any other equity incentive award held by existing or new investors Executive and (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake ii) in the Company at 0.75% event of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of Change in Control more than two (2) years following the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share , Executive shall vest with respect to one hundred percent (100%) of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) unvested shares subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan)award then held by Executive. In addition, such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change each of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject Executive’s stock options to the extent vested and outstanding at the time of Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) termination without Cause or by the Executive resignation for Good Reason following the “change of control” and prior to full vesting Reason, in either case, within twelve (12) months of the Cumulative GrantsChange in Control will remain exercisable for a twelve (12)-month period measured from the date of termination of service, then 100% of any unvested portion but in no event beyond the expiration of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationmaximum option term.

Equity. the following with respect to awards granted to you under the LTIP (ior any predecessor plan to the LTIP): (I) Following All outstanding stock option awards (or portions thereof) that have not fully vested and become exercisable on or before the date of such termination shall accelerate and vest immediately on the Release Effective Date (as defined in paragraph 7(i) below), and will continue to be exercisable until the greater of twenty-four (24) months following the termination date or the period provided in accordance with the terms of the grant, but in no event later than their expiration date; provided, however, that each of the 2013 Option Grant and the ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ June 4, 2013 2014 Option Grant will continue to be exercisable until its expiration date. (II) All outstanding stock option awards (or portions thereof) that have previously vested and become exercisable by the date of such termination shall remain exercisable until the greater of twenty-four (24) months following the termination date or the period provided in accordance with the terms of the grant, but in no event later than their expiration date; provided, however, that each of the 2013 Option Grant and the 2014 Option Grant will continue to be exercisable until its expiration date. (III) All outstanding RSU and other equity awards (or portions thereof) that have not vested on or before the termination date shall accelerate and vest immediately on the Release Effective Date and be settled within ten (10) business days thereafter; provided, however, that with respect to RSUs and other equity awards which remain subject to Board approval, the Company will grant to the Executive an option to purchase shares of the Company’s common stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to timeperformance-based vesting (conditions on your termination date, in the “Option Grant”event and limited to the extent that compliance with the performance-based compensation exception is required in order to ensure the deductibility of any such RSU or other equity award under Code Section 162(m), with (A) 25% such RSU or other equity award shall vest if and to the extent the Committee certifies that a level of the Option Grant vesting on performance goal(s) relating to such RSU or other equity award has been met, or, if later, the one (1)-year anniversary of the Release Effective Date, and shall be settled within ten (B10) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period business days thereafter, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (; provided, thatfurther, notwithstanding anything that with respect to RSUs and other equity awards which remain subject to performance-based vesting conditions on your termination date, in the event and to the contrary set forth therein, if the Executive’s employment extent that compliance with the Company terminates due performance-based compensation exception under Code Section 162(m) is not required in order to a termination by ensure the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence deductibility of any such Additional Investor ContributionsRSU or other equity award, such RSU or other equity award shall immediately vest (with an “Investor Funding Event”)assumption that the performance goal(s) were achieved at target level, so as if and to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest extent applicable) on the same terms as set forth above for the Option GrantRelease Effective Date and be settled within ten (10) business days thereafter; provided, thatfurther, for that to the avoidance extent that you are a “specified employee” (within the meaning of doubtCode Section 409A and determined pursuant to procedures adopted by CBS) at the time of your termination and any portion of your RSUs or other equity awards that would otherwise be settled during the six-month period following your termination of employment constitutes “deferred compensation” ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ June 4, vesting thereof will commence 2013 within the meaning of Code Section 409A, such portion shall be settled on the grant date of such Potential Future Option Grant and not on the Effective Permissible Payment Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued or substituted by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. The Executive will be eligible for participation in the Cerevel Therapeutics Holdings, Inc. 2020 Equity Incentive Plan (ithe “Plan”). Subject to the receipt of any required approvals (including any required Board approvals) Following and the Effective Date and subject to Board approvalExecutive’s continued employment through the grant date, the Company Executive will grant to be granted non-qualified stock options (the Executive an option “Options”) to purchase shares of the CompanyParent’s common stock, par value $0.0001 per share (the “Common Stock”), performance restricted stock that represents 0.75% units (“PSUs”) and restricted stock units (the “RSUs” and, together with the Options and the PSUs, the “Equity Awards”), of which the Options shall have an aggregate grant date fair value thereof, as determined in accordance with ASC 718 or its successor provision, equal to $5,250,000 (rounded down to the nearest whole Option), the RSUs shall have an aggregate grant date fair value thereof, as determined in accordance of ASC 718 or its successor provision, equal to $5,250,000 (rounded down to the nearest whole RSU), and the PSUs shall equal $10,500,000 divided by the average of the fully-diluted common stock closing market prices for one share of Common Stock for the Company outstanding as of twenty (20) consecutive trading days prior to (and including) the Effective Date. The Equity Awards will be granted on the Effective Date and is subject the Options will have an exercise price equal to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting closing market price on the Nasdaq Global Market of one (1)-year anniversary share of Common Stock on the Effective Datedate it is granted, and (B) or if no closing price is reported for such date, the remaining 75% of closing price on the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter, such that the Option Grant next immediately following date for which a closing price is reported. The Equity Awards will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms evidenced by individual award agreements and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with terms of the Company from the grant date through Plan, the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below). (iii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grantagreements, any Potential Future Option Grant, and any other time-based equity applicable stockholders’ agreements (collectively, the “Cumulative GrantsEquity Documents”), shall be subject and any other restrictions and limitations generally applicable to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Common Stock or equity awards held by the Company’s equity incentive plan), such that if the Cumulative Grants are assumed, continued executives or substituted otherwise imposed by the acquirer in the “change of control,” then the Cumulative Grants will remain subject to their existing vesting law. The terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% Equity Awards will be consistent with Exhibit B hereto in all material respects. In the event of any unvested portion of conflict between this Agreement and the Cumulative Grants Equity Documents, and except as provided in Section 5(d)(iv) below, the Equity Documents will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.

Equity. Sardas shall be entitled to receive common equity of the Company pursuant to options for New Common Stock to be granted on the terms herein, and as further reflected in an option agreement in the form attached hereto as Exhibit A executed and delivered by the Company and Sardas on the "Discharge Date," as defined below. "New Common Stock" identifies the common stock that shall be issued upon the Company's discharge from the bankruptcy proceeding (the "Discharge Date") to current equity holders, certain debt holders, and others, and shall represent all of the comnon equity of the (i) Following the Effective Date and subject to Board approval, the The Company will shall grant to Sardas on the Executive an option to purchase shares Discharge Date options for fifteen percent (15%) of the Company’s common stock 's New Common Stock, which shall vest on the following schedule, provided that represents 0.75% of the fully-diluted common stock of Sardas continues to be employed by the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant”), with on each such date: (A) 25% options for five percent (5%) of the Option Grant vesting on New Common Stock upon the one (1)-year anniversary of the Effective Discharge Date, and ; and (B) the remaining 75% options for an additional ten percent (10%) of the Option Grant vesting in equal monthly installments over New Common Stock upon the thirty-later of the Discharge Date, or six (366) month period thereafter, such that months from the Option Grant will be fully vested as date of the four (4)-year anniversary of the Option Grantthis Agreement. (ii) The Such options shall have an exercise price of $.01 per share of New Common Stock and shall have terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan five (provided, that, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (905) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant will be subject to the Executive’s continued employment with the Company years from the grant date through the applicable vesting date. Without limitation, the award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into by the Executive, will supersede in its entirety the Initial Restrictive Covenant Agreement (as defined below)Discharge Date. (iii) In addition None of such options shall be exercisabie prior to six (6) months after the Option GrantDischarge Date and such options shall be nontransferrable. Furthermore, half of the Executive will be eligible to receive, options described under clause (i) (B) herein (the "Last Options") covering five percent (5%) of the New Common Stock shall become exercisable in incremental amounts of one percent (1%) on the terms set forth hereinValuation Date as defined in clause (iv) below, an additional option to purchase shares of if the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), in connection with capital contributions into the Company anticipated to occur following the Effective Date, whether such capital contributions are made by existing or new investors (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 as of the Effective Date. The per share exercise price of any Potential Future Option Grant will equal the fair market value of a share of the Company’s common stock as of the grant date. Any Potential Future Option Grant will vest on the same terms as set forth above for the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence on the grant date of such Potential Future Option Grant and not on the Effective Date. Notwithstanding anything to the contrary in the foregoing, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock "Fair Market Value" of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction as defined in the Company’s equity incentive plan)clause (v) below, such that if the Cumulative Grants are assumed, continued then meets or substituted by the acquirer exceeds values indicated in the “change of control,” then the Cumulative Grants will remain subject following schedule: FAIR MARKET ADDITIONAL STOCK VALUE LEVEL OPTION EXERCISABLE ----------- ------------------ More than $15 million and up to their existing vesting terms $20 million 1% More than $20 million and conditions up to $25 million 1% More than $25 million and continue up to vest in the ordinary course following the “change of control,” subject $30 million 1% More than $30 million and up to the Executive’s continued employment with the Company (or any successor) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100$35 million 1% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummation.More than $35 million 1%

Equity. Executive was previously granted a performance share award (ithe “PSA”) Following under the Effective Date Company’s 2019 Equity Incentive Plan. Subject to approval by the Board and subject to Board approvalthe Company’s stockholders of an amendment or replacement of the Company’s 2020 Equity Incentive Plan (as amended, replaced or otherwise modified, the Company “Plan”) to include a sufficient number of shares available under the Plan to grant such an award, the Board (or its Compensation Committee) will grant Executive, as of the date of the necessary amendment or replacement is effective, an award of restricted stock units (“RSUs”) under the Plan (the “RSU Award”) entitling Executive to the Executive an option to purchase 400,000 shares of the Company’s common Common Stock, which restricted stock that represents 0.75% of the fully-diluted common stock of the Company outstanding as of the Effective Date and is subject to time-based vesting (the “Option Grant”), with (A) 25% of the Option Grant vesting units shall vest on the one (1)-year anniversary of the Effective Datefollowing schedule: · 111,706 RSUs on January 20, and (B) the remaining 75% of the Option Grant vesting in equal monthly installments over the thirty-six (36) month period thereafter2023 · 111,706 RSUs on January 20, such that the Option Grant will be fully vested as of the four (4)-year anniversary of the Option Grant. (ii) The terms and conditions of the Option Grant will be provided under separate cover and governed by the Company’s equity incentive plan (provided2024 · 111,706 RSUs on January 20, that2025 · 64,882 RSUs on ▇▇▇▇▇▇ ▇▇, notwithstanding anything to the contrary set forth therein, if the Executive’s employment with the Company terminates due to a termination by the Company without Cause or by the Executive with or without Good Reason (each, as defined below), then the Executive will have a period of ninety (90) days post-termination (but not beyond the original term of the Option Grant) within which to exercise any vested portion of the Option Grant), and all vesting of the Option Grant ▇▇▇▇ ▇▇▇ ▇▇▇ Award will be subject to the Executive’s continued employment with Plan and the Company from the grant date through the applicable vesting date. Without limitation, the form of award agreement governing the Option Grant will require the Executive to enter into the Non-Compete Restrictive Covenant Agreement (as defined below), which, if entered into thereunder approved by the Executive, Board (or its Compensation Committee) and will supersede in its entirety the Initial Restrictive Covenant Agreement provide that (as defined below). (iiii) In addition to the Option Grant, the Executive will be eligible to receive, on the terms set forth herein, an additional option to purchase shares of the Company’s common stock in respect of the Option Grant (any such additional grant, a “Potential Future Option Grant”), tax withholdings required in connection with capital contributions into the vesting of the RSUs and settlement of shares with respect thereto shall be satisfied by a share withholding procedure pursuant to which the Company anticipated to occur following will withhold, immediately as shares are issued under the Effective DateRSU Award, whether such capital contributions are made by existing or new investors a portion of those shares with a fair market value (“Additional Investor Contributions,” and with the occurrence of any such Additional Investor Contributions, an “Investor Funding Event”), so as to preserve the Executive’s ownership stake in the Company at 0.75% of the fully-diluted common stock of the Company; for purposes of clarity, the capital contributions made into the Company total $300,000,000 measured as of the Effective Date. The per share exercise price of any Potential Future Option Grant issuance date) equal to the statutory minimum withholding amount and (ii) that each RSU will equal the fair market value of a be settled upon vesting in one share of the Company’s common stock as Notwithstanding anything to the contrary in this Agreement, the RSU Award will accelerate vesting and become 100% vested if, on or prior to the 5th anniversary of the grant datePrior Employment Agreement Effective Date (August 20, 2025), Executive’s employment is terminated by the Company without Cause or due to Executive’s death. Any Potential Future Option Grant will vest For this purpose, “Cause” shall consist of a termination due to the following as specified in the notice of termination (and in each case Executive fails to cure within thirty (30) days of delivery of such notice of termination, except as to clauses (v) or (vi), which shall not be subject to cure) (i) Executive’s failure, subject to the relaxed standard in Section 1(b), to substantially perform the fundamental duties and responsibilities associated with the position(s) he holds for any reason, including Executive’s failure or refusal to carry out reasonable instructions; (ii) Executive’s material breach of any material written Company policy; (iii) Executive’s gross misconduct in the performance of Executive’s duties for the Company; (iv) Executive’s material breach of the terms of this Agreement; (v) Executive being convicted of, or pleading nolo contendere or equivalent to, any fraudulent or felony criminal offense or any other criminal offense which reflects adversely on the same terms Company or reflects conduct or character that the Board reasonably concludes is inconsistent with continued employment; or (vi) any criminal conduct that is a “statutory disqualifying event” (as set forth above defined under federal securities laws, rules and regulations). Prior to any termination for Cause, and subsequent to any applicable thirty (30) day period of time within which Executive may be permitted to cure, Executive will be entitled to appear (with counsel) before the Option Grant; provided, that, for the avoidance of doubt, vesting thereof will commence full Board to present information regarding his views on the grant date Cause event, and after such hearing, there must be at least a majority vote of such Potential Future Option Grant the full Board (other than Executive) to terminate him for Cause. After providing the notice in foregoing sentence, the Board may suspend Executive with full pay and not on the Effective Datebenefits until a final determination pursuant to this paragraph has been made. Notwithstanding anything to the contrary in the foregoingthis Agreement, the Executive’s eligibility to receive the anti-dilution protection afforded by any Potential Future Option Grant will be (A) limited to Additional Investor Contributions totaling $100,000,000 in the aggregate event of a Change in Control that involves a Corporate Transaction (with the Executive not having any entitlement to any Potential Future Option Grant or other anti-dilution protection in respect of Additional Investor Contributions that exceed $100,000,000, such that the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company, if, without limitation, the Additional Investor Contributions exceed $100,000,000, and for the avoidance of doubt, the Executive’s ownership stake could decrease below 0.75% of the fully-diluted common stock of the Company due to failure to meet the vesting requirements) and (B) subject to the Executive’s continued employment with the Company through the date on which the applicable Investor Funding Event occurs. For the avoidance of doubt, (A) the Option Grant, any Potential Future Option Grant, and any other time-based equity (collectively, the “Cumulative Grants”), shall be subject to double-trigger vesting acceleration upon a “change of control,” (a Covered Transaction each as defined in the Company’s equity incentive planPlan), the RSU Award shall become fully vested immediately prior to the effective time of such Change in Control. The Company and Executive agree that if the Cumulative Grants are assumed, continued change to Executive’s title from “Interim Chief Executive Officer” to “Chief Executive Officer” pursuant to this Agreement shall not be treated as Executive ceasing to serve as “Interim Chief Executive Officer” or substituted by “ICEO” for purposes of the acquirer PSA award or any other outstanding equity award. The Company and Executive further agree that the removal of Executive’s “Chief Strategy Officer” title does not result in the “change vesting of control,” then the Cumulative Grants will remain subject to their existing vesting terms and conditions and continue to vest in the ordinary course following the “change of control,” subject to the Executive’s continued employment with the Company PSA Award (or any successorportion thereof) through the applicable vesting date, but if the Executive’s employment with the Company is terminated by the Company (or any successor) without Cause or by the Executive for Good Reason following the “change of control” and prior to full vesting of the Cumulative Grants, then 100% of any unvested portion of the Cumulative Grants will vest in full upon such termination; and (B) if the Cumulative Grants are not assumed, continued or substituted by the acquirer in the “change of control,” then 100% of any unvested portion of the Cumulative Grants will vest in full upon the consummation of such “change of control,” subject to the Executive’s continued employment with the Company through such consummationother outstanding equity award.