Common use of Performance-Based Vesting Requirements Clause in Contracts

Performance-Based Vesting Requirements. Subject to satisfying the Time-Based Vesting Requirements, the Option shall vest and become exercisable if the Company also achieves certain funding levels related to that certain Securities Purchase Agreement, dated as of April 28, 2023, by and between the Company and the purchasers identified on the signature pages thereto (the “Securities Purchase Agreement”) (the “Performance-Based Vesting Requirements”) set forth below. With respect to this Section 2(B) only, capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement. i) The Performance-Based Vesting Requirements applicable to twenty-seven percent (27%) of the Shares subject to the Option (the “Second Closing Shares”) relate to the funding terms governing the Second Closing set forth in Section 2.1(b) of the Securities Purchase Agreement, and will be satisfied as set forth below. a) Upon the Second Closing, a full or prorated amount of the Second Closing Shares shall vest based on the percentage of funding achieved relative to the total funding opportunity represented by the purchasers’ Second Closing Subscription Amounts, rounded up to the nearest decile if achieved funding exceeds any prior decile achieved (e.g. if the Second Closing is 71% funded, 80% of the Second Closing Shares will vest); and b) Upon the Second Closing Date, the Performance-Based Vesting Requirements applicable to the Second Closing Shares shall vest in full. ii) The Performance-Based Vesting Requirements applicable to fifty-three percent (53%) of the Shares subject to the Option (the “Third Closing Shares”) relate to the funding terms governing the Third Closing set forth in Section 2.1(c) of the Securities Purchase Agreement, and will be satisfied as set forth below. a) Upon the Third Closing, a full or prorated amount of the Third Closing Shares shall vest based on the percentage of funding achieved relative to the total funding opportunity represented by the purchasers’ Third Closing Subscription Amounts, rounded up to the nearest decile if achieved funding exceeds any prior decile achieved (e.g. if the Third Closing is 71% funded, 80% of the Third Closing Shares will vest); and b) Upon the Third Closing Date, the Performance-Based Vesting Requirements applicable to the Third Closing Shares shall vest in full. 2. Section 2(D) is hereby replaced in its entirety with the following:

Performance-Based Vesting Requirements. Subject to satisfying the Time-Based Vesting Requirements, the Option shall vest and become exercisable if the Company also achieves certain funding levels related to that certain Securities Purchase Agreement, dated as of April 28, 2023, by and between the Company and the purchasers identified on the signature pages thereto (the “Securities Purchase Agreement”a) (the “Performance-Based Vesting Requirements”) set forth below. With respect to this the performance based vesting requirements, Units will be eligible for vesting in three tranches. Subject to Section 2(B2.1(b) onlyand (c), capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Securities Purchase Agreement. i) The Performance-Based Vesting Requirements applicable to twenty-seven percent (27%) vesting of the Shares subject to first tranche will be measured based on the Option (Company’s financial performance over the “Second Closing Shares”) relate to 12 month period which commenced as of the funding terms governing Measurement Start Date; the Second Closing second tranche will be measured based on the Company’s financial performance over the 24 month period which commenced as of the Measurement Start Date; and the third tranche will be measured based on the Company’s financial performance over the 36 month period which Long Term Incentive Restricted Stock Unit Agreement commenced as of Measurement Start Date. The Target Units for each of the respective tranches is set forth in Exhibit A. Subject to Section 2.1(b) and (c), the amount of Units within each tranche that vest shall be based on the vesting percentage of the Securities Purchase AgreementTarget Units for such tranche, as shown on the Performance Vesting Matrix on Exhibit A. That percentage shall be determined based on the Company’s ranking in the Peer Group based on EPS Growth, and will be satisfied calculated as set forth below.in Exhibit A. a(b) Upon With respect to the Second Closingperformance measurement for the first or second tranches, a full or prorated amount of in the Second Closing Shares event the Company’s EPS Growth is negative for the respective Measurement Period, no Units shall vest in that tranche and instead the performance measurement for such tranche shall be deferred and the Units shall be included in the next tranche for purposes of measuring performance vesting. (For example, if EPS Growth for the first Measurement Period is negative, vesting of both the Units for the first and second tranches shall be measured based on the percentage EPS Growth for the second Measurement Period. If EPS Growth is again negative for the second Measurement Period, vesting of funding achieved relative to the total funding opportunity represented by the purchasers’ Second Closing Subscription Amounts, rounded up to the nearest decile if achieved funding exceeds any prior decile achieved (e.g. if the Second Closing is 71% funded, 80% of the Second Closing Shares will vest); and b) Upon the Second Closing Date, the Performance-Based Vesting Requirements applicable to the Second Closing Shares all Units shall vest in full. ii) The Performance-Based Vesting Requirements applicable to fifty-three percent (53%) of the Shares subject to the Option (the “Third Closing Shares”) relate to the funding terms governing the Third Closing set forth in Section 2.1(c) of the Securities Purchase Agreement, and will be satisfied as set forth below. a) Upon the Third Closing, a full or prorated amount of the Third Closing Shares shall vest measured based on the percentage EPS Growth for the third Measurement Period. (c) Notwithstanding the foregoing, in the event the service based vesting is accelerated pursuant to Section 2.2(b) or 2.2(c), any vesting tranche for which the full performance period, as described in Section 2.1(a) subject to 2.1(b), has not yet ended, shall be measured for performance based vesting based on the performance period which commenced on the Measurement Start Date and ended as of funding achieved relative the fiscal quarter most recently ended prior to the total funding opportunity represented by event triggering accelerated vesting under Section 2.2(b) or 2.2(c). (d) In the purchasers’ Third Closing Subscription Amounts, rounded up to the nearest decile if achieved funding exceeds any prior decile achieved (e.g. if the Third Closing is 71% funded, 80% of the Third Closing Shares will vest); and bevent Section 2.2(b) Upon the Third Closing Dateapplies, the Performance-Based Vesting Requirements applicable to total amount of Units preliminarily calculated as having vested under Section 2.1(a) and 2.1(c) shall be reduced for early service vesting by multiplying such amount by a fraction the Third Closing Shares shall vest in fullnumerator being the number of full fiscal quarters between the Measurement Start Date and the date of termination of Participant’s employment and the denominator being twelve (12). (See Exhibit A for an example). If accelerated service based vesting is triggered by Section 2.2(c), there is no reduction for early vesting. 2. Section 2(D) is hereby replaced in its entirety with the following: