Common use of New Option Grant Clause in Contracts

New Option Grant. The Executive has been granted an option to acquire 1,300,000 shares of Company common stock with an exercise price equal to $0.385 per share (“the “Option”). The Option will be an “incentive stock option” to the maximum extent permitted by the Internal Revenue Code limits. The Option will be subject to the terms of the Company’s 2021 Equity Incentive Plan and its applicable form of option grant notice and agreement (the “Option Agreement”). The Option Agreement will provide that the Option may only be exercised for vested shares. The Option will be vested with respect to 650,000 shares on the grant date, with the remaining 650,000 shares subject to the Option vesting in twelve (12) equal quarterly installments over the three-year period commencing on March 31, 2024, subject to Executive’s continued services with the Company through the applicable vesting dates. Any then unvested and outstanding portion of the Option will accelerate vesting in full if Executive remains employed with the Company through the earlier of: (i) a Change in Control which is not related to the closing of the transactions contemplated by the Membership Interest Purchase Agreement entered by and between the Company, Cloudbreak Health, LLC and GTCR on November 16, 2023 (the closing of such transactions constituting a “Sale of Cloudbreak”), or (ii) the Company’s stock being listed on a national exchange and with a volume weighted average trading price of at least $1.00 over a consecutive 90 calendar day period.