Common use of Equity Award Clause in Contracts

Equity Award. As an inducement material to your entering into this Agreement, subject to approval of the Board, the Company will grant you a number of shares of the Company’s common stock (“Founders Shares”), at a purchase price equal to the fair market value on the date of grant, representing three percent (3%) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A Financing”), the Company will grant you an option to purchase additional shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “Option”). The Option will be granted under an Equity Incentive Plan to be adopted by the Company (the “Plan”) and will have an exercise price per share equal to the fair market value (as defined in the Plan) of the Company’s common stock on the date of grant, and will vest with respect to one-fourth (1/4th) of the shares subject to the Option upon the one (1) year anniversary of the grant date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following such one (1) year anniversary of the grant date, subject to your continuous service with the Company. The Option will automatically accelerate vesting in the event of a “Change in Control” (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also will be eligible to participate in and receive additional stock option or equity award grants under the Company’s equity incentive plans from time to time, in the discretion of the Board, and in accordance with the terms and conditions of the Plan.

Equity Award. As an inducement material to your entering into this Agreement, subject Subject to approval by the Board (or an authorized committee thereof), Executive will receive an equity award (“New Equity Award”). The New Equity Award will be delivered as a combination of the Board, the Company will grant you a number of an option to purchase 129,500 shares of the Company’s common stock (“Founders Shares”), at a purchase price equal to the fair market value on the date of grant, representing three percent (3%) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A FinancingOption”), the Company will grant you an option ) and restricted stock units to purchase additional be issued 89,500 shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “OptionRSU”). The Option New Equity Award will be granted under an effective as of the first trading day of the month following the Effective Date, unless the Effective Date coincides with the first trading day of the month in which case the New Equity Award will be granted effective as of the Effective Date or, in either case, as soon as administratively practicable thereafter. The New Equity Award is subject to the Company’s 2020 Equity Incentive Plan to be adopted by the Company (the “Plan”) and will the Company’s standard forms of stock option agreement and restricted stock unit award agreement, as applicable. The Option shall be an incentive stock option to the maximum extent permissible under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The portion of the Option that is an incentive stock option pursuant to the previous sentence shall have an exercise price per share equal to 110% of the closing price of the Company’s common stock as reported on the Nasdaq Stock Market on the date of grant, and any portion of the Option that is not an incentive stock option pursuant to the previous sentence shall have an exercise price per share equal to the fair market value (as defined in the Plan) closing price of the Company’s common stock as reported on the Nasdaq Stock Market on the date of grant. The Option shares shall vest over time, and will vest with respect subject to oneExecutive’s continuous service to the Company on each applicable vesting date(s), as follows: (i) twenty-fourth five percent (1/4th25%) of the shares subject to the Option upon shall vest on the one (1) year six-month anniversary of the grant specified vesting commencement date and (ii) the remainder remaining shares shall vest in 18 consecutive equal monthly installments thereafter. The RSU shares shall vest over time, subject to Executive’s continuous service to the Company on each applicable vesting date(s), as follows: fifty percent (50%) of the shares subject to the Option will RSU shall vest in equal monthly increments over the three year period following such one (1) year anniversary on each of the grant date, subject to your continuous service with the Company. The Option will automatically accelerate vesting in the event of a “Change in Control” (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also will be eligible to participate in and receive additional stock option or equity award grants under the Company’s equity incentive plans from time to time, in the discretion first two anniversaries of the Board, and in accordance with the terms and conditions of the Planspecified vesting commencement date.

Equity Award. As an inducement material During the Employment Period, Executive shall receive the following equity awards pursuant to your entering into this Agreementthe Alliqua, subject Inc. 2011 Long-Term Incentive Plan and any amendments thereto (the “2011 Plan”) or, if there are not sufficient shares available under the 2011 Plan, pursuant to approval a stand-alone award agreement: (i) An award of nonqualified stock options on the Board, Effective Date with respect to the Company will grant you a number of shares of the Company’s common stock equal to 3% of the Company’s total outstanding shares of common stock (“Founders Shares”determined on a fully-diluted basis as of the Effective Date), at subject to the terms and conditions of a purchase nonqualified stock option award agreement consistent with this Agreement and, if granted pursuant to the 2011 Plan, the 2011 Plan, which terms shall include: (A) an exercise price equal to the fair market value of a share of common stock at the close of the market on the Effective Date, (B) immediate vesting and exercisability of 100% of such options on the Effective Date, and (C) a term of ten (10) years (subject to early termination of forfeiture in accordance with the terms of the nonqualified stock option award agreement). (ii) An award of nonqualified stock options on the last business day of each calendar quarter during the period commencing on the Effective Date and ending on the third anniversary of the Effective Date, with the number of shares subject to each such grant equal to 0.333% of the Company’s outstanding shares of common stock as of the date of grant (determined on a fully-diluted basis) (each a “Quarterly Grant”). Each Quarterly Grant shall be subject to the terms and conditions of a nonqualified stock option agreement consistent with this Agreement and, if granted pursuant to the 2011 Plan, the 2011 Plan, which terms shall include: (A) an exercise price equal to the fair market value of a share of common stock at the close of the market on the date of grant, representing three percent (3%B) of the Company on a fully diluted basis first eight (8) grants will be 100% vested and exercisable on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth first anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A Financing”), the Company will grant you an option to purchase additional shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “Option”). The Option will be granted under an Equity Incentive Plan to be adopted by the Company (the “Plan”) and will have an exercise price per share equal to the fair market value (as defined in the Plan) of the Company’s common stock on the date their respective dates of grant, and the last four (4) grants will vest with respect to one-fourth be 100% vested and exercisable immediately on their respective dates of grant, (1/4thC) immediate vesting of 100% of the then unvested optioned shares subject to the Option upon the one (1) year anniversary of the grant effective date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following such one (1) year anniversary of the grant date, subject to your continuous service with the Company. The Option will automatically accelerate vesting in the event of a “Change in Control” (as such term is defined in the 2011 Plan) with respect to such grant), and (D) a term of ten (10) years (subject to your continued services early termination of forfeiture in accordance with the Company through terms of the date of such Change in Control. You also will be eligible to participate in and receive additional nonqualified stock option or equity award grants under the Company’s equity incentive plans from time agreement). (iii) Subject to time, in the discretion of the Board, and in accordance with Executive will be eligible to receive additional equity compensation pursuant to the terms and conditions of the Plan2011 Plan (or pursuant to stand-alone award agreements).

Equity Award. As an inducement material Within thirty (30) days after the date this Agreement is executed by the Company and Executive, the Company shall submit to your entering into this Agreement, subject to approval of the Board, and request the Company will Board’s approval of, the issuance to Executive of the following equity awards pursuant to the BioSig Technologies, Inc. 2012 Equity Incentive Plan (the “2012 Plan”) or, if there are not sufficient shares available under the 2012 Plan or the 2012 Plan does not provide for the grant you of the type of award contemplated, pursuant to a stand-alone award agreement: (i) A stock option award for the number of shares of common stock equal to 10.0% of the Company’s outstanding shares of common stock as of the date hereof (“Founders Shares”determined on a fully-diluted basis), at subject to the terms and conditions of an option award agreement (the “Initial Stock Option Award”) and of the 2012 Plan. The Initial Stock Option Award will be subject to a purchase four-year vesting period subject to Executive’s continued service with the Company, with one-forty-eighth (1/48th) of the Initial Stock Option Award vesting equally each month of Executive’s continued service (subject to any accelerated vesting provided in the stock option award agreement or in this Agreement) with an exercise price equal to the fair market value on the date of grant, representing three percent (3%) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A Financing”), the Company will grant you an option to purchase additional shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “Option”). The Option will be granted under an Equity Incentive Plan to be adopted by the Company (the “Plan”) and will have an exercise price per share equal to the fair market value (as defined in the Plan) of the Company’s common stock on the date of grant. (ii) Beginning on January 1, 2015 and will vest with respect to one-fourth (1/4th) of the shares subject to the Option upon the one (1) year anniversary of the grant date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following such one (1) year anniversary of the grant dateon an annual basis thereafter, subject to your continuous service with the Company. The Option will automatically accelerate vesting in the event of a “Change in Control” (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also Executive will be eligible to participate receive additional equity compensation pursuant to the 2012 Plan (or pursuant to stand-alone award agreements), provided that the number of shares subject to any such equity compensation shall be determined by the Board or its compensation committee; provided further, that the vesting schedule applicable to any such equity compensation shall not be less favorable than Executive’s Initial Stock Option Award specified in Section 5(d)(i) above. In addition, without limiting Sections 5(d)(i) and receive 5(d)(ii) above within thirty (30) days following the closing of the Qualified Financing, Executive shall be awarded an additional stock option or equity award grants under as follows: (A) if the Qualified Financing results in gross proceeds to the Company of less than five million dollars ($5,000,000), then Executive shall be awarded a stock option for the number of shares of the Company’s equity incentive plans from time stock equal to time(1) 234,000; multiplied by (2) the actual gross proceeds to the Company divided by five million dollars ($5,000,000); (B) if the Qualified Financing results in gross proceeds to the Company of at least five million dollars ($5,000,000) and less than seven million dollars ($7,000,000), in the discretion then Executive shall be awarded a stock option for 234,000 shares of the BoardCompany’s common stock; and (C) if the Qualified Financing results in gross proceeds to the Company of at least seven million dollars ($7,000,000), and in accordance with then Executive shall be awarded a stock option for 328,000 shares of the Company’s common stock, provided that any grant under (A), (B) or (C) shall be subject to the terms of an award agreement (with a vesting schedule not less favorable than the Initial Stock Option Award) and conditions shall be granted with an exercise price equal to the fair market value of the PlanCompany’s common stock on the date of grant.

Equity Award. As an inducement material to your entering into this Agreement, subject a. Subject to approval of the Board of Directors of the Company (or a subcommittee thereof) (the “Board”), the Company shall grant to you equity-based compensation awards under the Talkspace, Inc. 2021 Incentive Award Plan (the “Plan”) with an aggregate share number equal to 2,165,625 shares. Of such amount, 20% or 433,125 units will grant you be granted in the form of a number restricted stock unit award (the “RSU Award”) and the remaining 80% (1,732,500) shall be granted in the form of shares of the Company’s an option to purchase Company common stock (the “Founders SharesStock Option” and, together with the RSU Award, the “Award”), at a purchase price equal to the fair market value on the date of grant, representing three percent (3%) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grantcase, subject to your continued employment with through the Company. In addition applicable vesting date. b. The number of shares of Company common stock subject to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A Financing”), the Company will grant you an option to purchase additional shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “Option”). The Option RSU Award will be granted under an Equity Incentive Plan to be adopted determined by dividing the applicable RSU Award grant value by the Company (the “Plan”) and will have an exercise price per share equal to the fair market value Fair Market Value (as defined in the Plan) of the Company’s common stock on the date applicable grant date. c. The Stock Option shall be a non-qualified stock option, shall have an exercise price per share equal to the Fair Market Value of grantthe Company’s common stock on the applicable grant date, and will vest with respect to one-fourth (1/4th) shall have a maximum term of ten years from the applicable grant date. The number of shares of Company common stock subject to the Stock Option upon will be determined by dividing the one (1) year anniversary applicable Stock Option grant value by the per share Black-Scholes valuation as of the grant date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following such one (1) year anniversary of the applicable grant date, subject to your continuous service with utilizing the Company. The Option will automatically accelerate vesting same assumptions that the Company uses in the event preparation of a “Change in Control” (as such term is defined in the Plan), subject its financial statements. d. Subject to your continued services service with the Company through the date applicable vesting date, each Award shall vest (and become exercisable, as applicable) (x) with respect to 100% of the equity underlying such Change Award, in Controlsubstantially equal installments on each of the 16 quarterly anniversaries thereafter. You also The terms and conditions of each Award shall be set forth in one or more separate award agreement(s) in a form(s) prescribed by the Company, to be entered into by the Company and you (the “Award Agreements”). Except as otherwise specifically provided in this Agreement, each Award shall be governed in all respects by the terms of and conditions of the Plan and the applicable Award Agreement. e. Beginning in calendar year 2022, you will be eligible to participate in and receive additional stock option or equity an annual equity-based award grants under as determined by the Company’s equity incentive plans Board from time to time, in the discretion of the Board, and in accordance with the terms and conditions of the Plan.

Equity Award. As an Subject to approval by the compensation committee of the Board or a majority of the Company’s Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2), and as a material inducement material to your the Executive entering into this Agreement, subject to approval of employment with the BoardCompany, the Company will grant you to the Executive: (i) a number of non-qualified stock option (the “Option”) to purchase 3,433,500 shares of the Company’s common stock stock, such Option to (“Founders Shares”), at a purchase price equal to the fair market value on the date of grant, representing three percent (3%1) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A Financing”), the Company will grant you an option to purchase additional shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “Option”). The Option will be granted under an Equity Incentive Plan to be adopted by the Company (the “Plan”) and will have an exercise price per share equal to the fair market value (as defined in the Plan) of the Company’s common stock on the date of grant, (2) vest and will vest with respect become exercisable, subject to one-fourth (1/4th) the Executive’s continued employment on each applicable vesting date, at a rate of 25% of the total shares subject underlying the Option on the first anniversary of the grant date and, following that, as to an additional 1/48th of the total shares underlying the Option upon the one Executive’s completion of each additional month of service over the 36-month period measured from the first anniversary of the grant date, (3) have a term of up to 10 years and (4) have such other terms as are set forth in the applicable Option agreement; and (ii) 1,716,749 restricted stock units (the “RSUs” and, together with the Option, the “Equity Awards”), which RSUs shall (1) year entitle the Executive to receive one share of the Company’s common stock for each RSU that vests, (2) vest and become exercisable, subject to the Executive’s continued employment on each applicable vesting date, at a rate of 25% of the total shares underlying the RSUs on each anniversary of the grant date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following (3) have such one (1) year anniversary of the grant date, subject to your continuous service with the Company. The Option will automatically accelerate vesting other terms as are set forth in the event of a “Change in Control” applicable RSU agreement. (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also iii) The Equity Awards will be eligible to participate in and receive additional stock option or equity award grants under granted outside of the Company’s equity incentive plans from time as “inducement grants” within the meaning of Nasdaq Listing Rule 5635(c)(4). The Equity Awards are subject to timeadjustment for stock splits, combinations or other changes in capitalization. For the avoidance of doubt, subject to the grant of the Equity Awards, the Executive will not be eligible to receive any equity awards in the discretion of the BoardCompany’s regular 2023 annual equity grant cycle, but will otherwise be eligible to receive additional equity awards, if any, at such times and in accordance with the on such terms and conditions of as the PlanBoard shall, in its sole discretion, determine.

Equity Award. As an Subject to approval by the compensation committee of the Board or a majority of the Company’s Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2), and as a material inducement material to your the Executive entering into this Agreement, subject to approval of employment with the BoardCompany, the Company will grant you to the Executive: ActiveUS 196675774 (i) a number of non-qualified stock option (the “Option”) to purchase 1,566,152 shares of the Company’s common stock stock, such Option to (“Founders Shares”), at a purchase price equal to the fair market value on the date of grant, representing three percent (3%1) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A Financing”), the Company will grant you an option to purchase additional shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “Option”). The Option will be granted under an Equity Incentive Plan to be adopted by the Company (the “Plan”) and will have an exercise price per share equal to the fair market value (as defined in the Plan) of the Company’s common stock on the date of grant, (2) vest and will vest with respect become exercisable, subject to one-fourth (1/4th) the Executive’s continued employment on each applicable vesting date, at a rate of 25% of the total shares subject underlying the Option on the first anniversary of the grant date and, following that, as to an additional 1/48th of the total shares underlying the Option upon the one Executive’s completion of each additional month of service over the 36-month period measured from the first anniversary of the grant date, (3) have a term of up to 10 years and (4) have such other terms as are set forth in the applicable Option agreement; and (ii) 783,076 restricted stock units (the “RSUs” and, together with the Option, the “Equity Awards”), which RSUs shall (1) year entitle the Executive to receive one share of the Company’s common stock for each RSU that vests, (2) vest and become exercisable, subject to the Executive’s continued employment on each applicable vesting date, at a rate of 25% of the total shares underlying the RSUs on each anniversary of the grant date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following (3) have such one (1) year anniversary of the grant date, subject to your continuous service with the Company. The Option will automatically accelerate vesting other terms as are set forth in the event of a “Change in Control” applicable RSU agreement. (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also iii) The Equity Awards will be eligible to participate in and receive additional stock option or equity award grants under granted outside of the Company’s equity incentive plans from time as “inducement grants” within the meaning of Nasdaq Listing Rule 5635(c)(4). The Equity Awards are subject to timeadjustment for stock splits, combinations or other changes in capitalization. For the avoidance of doubt, subject to the grant of the Equity Awards, the Executive will not be eligible to receive any equity awards in the discretion of the BoardCompany’s regular 2023 annual equity grant cycle, but will otherwise be eligible to receive additional equity awards, if any, at such times and in accordance with the on such terms and conditions of as the PlanBoard shall, in its sole discretion, determine.

Equity Award. As an inducement material Subject to your entering into this Agreement, subject to approval the terms and conditions of the BoardCompany’s 2020 Equity Plan, as amended from time to time (the “2020 Plan”) and the form of Stock Option Grant Notice and award agreement issued thereunder, promptly following the Amendment Date and approval by the Board (or the Compensation Committee), the Company will grant you a number of issue the Executive an Incentive Stock Option (as defined in the 2020 Plan) to purchase 74,538 shares of the Company’s common stock (“Founders Shares”), at a purchase price equal to the fair market value on the date of grant, representing three percent (3%) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A FinancingStock Option Award”), ) and an RSU Award (as defined in the Company will grant you an option to purchase additional 2020 Plan) for 49,692 shares of the Company’s common stock to enable you to maintain one (the “RSU Award” and one half percent (1.5%) equity interest in together with the Company on a fully diluted basis (togetherStock Option Award, the “OptionEquity Award(s)”). The Option will be granted under an Equity Incentive Plan to be adopted by Awards shall include the Company following additional terms: (A) the “Plan”) and will have an exercise price per share for the Stock Option Award shall be equal to the fair market value Fair Market Value (as defined in the 2020 Plan) of a share of the Company’s common stock on the date of grant, and will vest with respect to one-fourth (1/4th) grant of the shares Stock Option Award; (B) subject to the Option upon the one (1) year anniversary of the grant date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following such one (1) year anniversary of the grant date, subject to your continuous service with the Company. The Option will automatically accelerate vesting in the event of a “Change in Control” (as such term is defined in the Plan), subject to your Executive’s continued services employment with the Company through the date of such Change in Control. You also will be eligible to participate in and receive additional stock option or equity award grants under the Company’s equity incentive plans from time to time, in the discretion of the Board, and in accordance with the terms and conditions of the 2020 Plan, the Stock Option Award and the RSU Award shall each vest as follows, 25% of the Stock Option Award and the RSU Award, as applicable, shall vest on the six (6) month anniversary of the Amendment Date and the remainder of the Stock Option Award or RSU Award, as applicable, shall vest in equal installments every six (6) months thereafter over the two (2) years following the Amendment Date, subject to the Executive’s Continuous Service (as defined in the 2020 Plan) with the Company or an Affiliate through such vesting dates; and (C) in the event that during the Employment Period the Company consummates a Change in Control and the Equity Awards are not assumed, continued or substituted by the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) in such Change in Control in the manner contemplated by Section 9(c)(i) and (ii) of the 2020 Plan, then 100% of the unvested portion of each Equity Award shall fully vest and become exercisable immediately prior to the effectiveness of such Change in Control, subject to the Executive’s continued employment with the Company as of each such date and as further provided in the terms and conditions of this Agreement, the applicable Equity Award and the 2020 Plan.

Equity Award. As an inducement material to your entering into this Agreement, subject Subject to approval by the Board (or an authorized committee thereof), Executive will receive an equity award (“New Equity Award”). The New Equity Award will be delivered as a combination of the Board, the Company will grant you a number of an option to purchase 172,600 shares of the Company’s common stock (“Founders Shares”), at a purchase price equal to the fair market value on the date of grant, representing three percent (3%) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A FinancingOption”), the Company will grant you an option ) and restricted stock units to purchase additional be issued 125,000 shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “OptionRSU”). The New Equity Award will be granted effective as of the first trading day of the month following the Effective Date, unless the Effective Date coincides with the first trading day of the month, in which case the New Equity Award will be granted effective as of the Effective Date or, in either case, as soon as administratively practicable thereafter. The New Equity Award is subject to the Company’s 2020 Equity Incentive Plan and the Company’s standard forms of stock option agreement and restricted stock unit award agreement, as applicable. The Option shall be an incentive stock option to the maximum extent permissible under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). The Option will be granted under an Equity Incentive Plan to be adopted by the Company (the “Plan”) and will shall have an exercise price per share equal to the fair market value (as defined in the Plan) closing price of the Company’s common stock as reported on the Nasdaq Stock Market on the date of grant. The Option shares shall vest over time, and will vest with respect subject to one-fourth (1/4th) Executive’s continuous service to the Company on each applicable vesting date(s), as follows: 1/4th of the shares subject to the Option upon shall vest as of the one (1) year 6-month anniversary of the grant date and specified vesting commencement date, with the remainder balance vesting in 18 successive equal monthly installments thereafter. The RSU shares shall vest over time, subject to Executive’s continuous service to the Company on each applicable vesting date(s), as follows: 1/2 of the shares subject to the Option will RSU shall vest in equal monthly increments over on each of the three one-year period following such one (1) and two-year anniversary of the grant specified vesting commencement date, subject to your continuous service with the Company. The Option will automatically accelerate vesting in the event of a “Change in Control” (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also will be eligible to participate in and receive additional stock option or equity award grants under the Company’s equity incentive plans from time to time, in the discretion of the Board, and in accordance with the terms and conditions of the Plan.

Equity Award. As an Subject to approval by the compensation committee of the Board (such approval may not be unreasonably withheld) or a majority of the Company’s Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2), and as a material inducement material to your the Executive entering into this Agreement, subject to approval of employment with the BoardCompany, the Company will grant you to the Executive within ninety (90) days of the Effective Date: (i) a number of non-qualified stock option (the “Option”) to purchase 78,000 shares of the Company’s common stock stock, such Option to (“Founders Shares”), at a purchase price equal to the fair market value on the date of grant, representing three percent (3%1) of the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor of the Company, which will lapse at the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A Financing”), the Company will grant you an option to purchase additional shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “Option”). The Option will be granted under an Equity Incentive Plan to be adopted by the Company (the “Plan”) and will have an exercise price per share equal to the fair market value (as defined in the Plan) of the Company’s common stock on the date of grant, (2) vest and will vest with respect become exercisable, subject to one-fourth (1/4th) the Executive’s continued employment on each applicable vesting date unless otherwise stated below, at a rate of 25% of the total shares subject underlying the Option on the first anniversary of the grant date and, following that, as to an additional 1/48th of the total shares underlying the Option upon the one Executive’s completion of each additional month of service over the 36-month period measured from the first anniversary of the grant date, (3) have a term of up to 10 years and (4) have such other terms as are set forth in the applicable Option agreement; and (ii) 39,000 restricted stock units (the “RSUs” and, together with the Option, the “Equity Awards”), which RSUs shall (1) year entitle the Executive to receive one share of the Company’s common stock for each RSU that vests, (2) vest and become exercisable, subject to the Executive’s continued employment on each applicable vesting date unless otherwise stated below, at a rate of 25% of the total shares underlying the RSUs on each anniversary of the grant date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following (3) have such one (1) year anniversary of the grant date, subject to your continuous service with the Company. The Option will automatically accelerate vesting other terms as are set forth in the event of a “Change in Control” applicable RSU agreement. (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also iii) The Equity Awards will be eligible to participate in and receive additional stock option or equity award grants under granted outside of the Company’s equity incentive plans from time as “inducement grants” within the meaning of Nasdaq Listing Rule 5635(c)(4). The Equity Awards are subject to timeadjustment for stock splits, combinations or other changes in capitalization. In addition, the discretion of the BoardExecutive shall also be eligible to receive additional equity awards, if any, at such times and in accordance with the on such terms and conditions of as the PlanBoard shall, in its sole and reasonable discretion, determine.

Equity Award. As an inducement material to your entering into If the Initial Term of this Agreementletter agreement is extended for the Extension Term, subject to approval then, you shall receive a grant of the BoardRSU of Toys “R” Us, the Company will grant you a number of shares of the CompanyInc.’s common stock having a value of four million dollars (“Founders Shares”), at a purchase price equal to $4,000,000) based upon the then current fair market value on the date of grantToys “R” Us, representing three percent (3%) of the Company on a fully diluted basis on the date of grantInc.’s common stock. The Founders Shares will number of RSU shall be subject rounded up to a repurchase option in favor of the Company, which will lapse at nearest 100 shares (the rate of 25% of “2015 Equity Award”). The vesting schedule for the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, 2015 Equity Award (subject to your continued employment with through the Companyapplicable vesting dates) shall be as follows: • 25% of the 2015 Equity Award shall vest at the end of each quarter over a 12 month period – anticipated to be on or about January 31, 2016, April 30, 2016, July 31, 2016 and October 31, 2016. In addition The 2015 Equity Award shall not be eligible for retirement acceleration as defined under the Toys “R” Us, Inc. 2010 Incentive Plan, notwithstanding anything to the Founders Sharescontrary under the Toys “R” Us, Inc. 2010 Incentive Plan. You shall have the right (solely at your election) at any time until the closing occurrence of an IPO to require the Company to repurchase in one or more transactions up to 100% of your shares of common stock acquired upon vesting of the Company’s Series A Preferred Stock financing round (the “Series A Financing”), 2015 Equity Award. The put right may be exercised by giving notice to the Company will grant you an option to purchase additional shares no sooner than six months after the earlier of (i) the expiration or earlier termination of the Company’s common stock to enable you to maintain one and one half percent Employment Term or (1.5%ii) equity interest in the Company on a fully diluted basis (together, the “Option”)effective date of your retirement. The Option will be granted under an Equity Incentive Plan to be adopted purchase price per share payable by the Company (the “Plan”) and will have an exercise price per share equal to in connection with such put rights shall be the fair market value (determined as defined in of a date determined by the Plan) Board that is the anticipated closing date of the Companyrepurchase. The closing of the repurchase will take place as soon as practical (i.e., as of the next valuation of Toys “R” Us, Inc.’s common stock on which customarily occurs in or about April and October of each year), but no later than 180 days after your delivery to the date Company of grant, and will vest with respect to one-fourth (1/4th) notice of exercise of the shares put right. In all other respects, this grant shall be subject to the Option upon the one (1) year anniversary of the grant date and the remainder of the shares subject to the Option will vest in equal monthly increments over the three year period following such one (1) year anniversary of the grant date, subject to your continuous service with the Company. The Option will automatically accelerate vesting in the event of a “Change in Control” (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also will be eligible to participate in and receive additional stock option or equity award grants under the Company’s equity incentive plans from time to time, in the discretion of the Board, and in accordance with the terms and conditions of detailed in the PlanToys “R” Us, Inc. 2010 Incentive Plan and the grant agreement thereunder.

Equity Award. As an inducement material to your entering into this Agreement, subject Subject to approval by the compensation committee of the Board, the Company will grant you Board or a number of shares majority of the Company’s common stock (“Founders Shares”Independent Directors as defined in Nasdaq Listing Rule 5605(a)(2), at and as a purchase price equal material inducement to the fair market value on the date of grant, representing three percent (3%) of Executive entering into employment with the Company on a fully diluted basis on the date of grant. The Founders Shares will be subject to a repurchase option in favor and serving as Chief Financial Officer of the Company, which will lapse at on or about the rate of 25% of the Founders Shares on each of the one year anniversaries of the date of grant; such that the repurchase option will terminate on the fourth anniversary of the date of grant, subject to your continued employment with the Company. In addition to the Founders Shares, at the closing of the Company’s Series A Preferred Stock financing round (the “Series A Financing”)Effective Date, the Company will shall grant you an the Executive: 1. A nonstatutory stock option to purchase additional shares of the Company’s common stock to enable you to maintain one and one half percent (1.5%) equity interest in the Company on a fully diluted basis (together, the “Option”). The Option will be granted under an Equity Incentive Plan ) to be adopted by purchase One Hundred Eighty Thousand (180,000) shares of common stock, $0.01 par value per share, of the Company (the “PlanCommon Stock”), such Option to (1) and will have an exercise price per share equal to the fair market value (as defined in the Plan) closing price per share of the Company’s common stock Common Stock on the Nasdaq Global Select Market on the date of grant, (2) vest and will vest with respect become exercisable, subject to one-fourth (1/4th) the Executive’s continued service on each applicable vesting date, at a rate of 25% of the total shares subject underlying the Option on the first anniversary of the Effective Date and, following that, as to an additional 1/48 of the total shares underlying the Option upon the one (1) year Executive’s completion of each additional month of service over the 36-month period measured from the first anniversary of the grant date Effective Date and the remainder of the shares (3) be subject to the Option will vest in equal monthly increments over the three year period following such one (1) year anniversary terms and conditions of the grant dateCompany’s 2021 Inducement Equity Incentive Plan and a nonstatutory stock option agreement between the Executive and the Company; and 2. Ninety Thousand (90,000) performance-based restricted stock units (the “PRSU” and, together with the Option, the “Equity Awards”), which PRSU shall (i) entitle the Executive to receive one share of Common Stock for each PRSU that vests, (ii) be subject to your continuous service with vesting set forth in the Performance-Based Restricted Stock Unit Agreement attached hereto as Exhibit A (the “PRSU Agreement”), in each case subject to the Executive’s continued employment on the applicable vesting date except as otherwise provided in Exhibit C attached hereto, and (iii) be subject to the terms and conditions of the Company’s 2021 Inducement Equity Incentive Plan and the PRSU Agreement. 3. The Option will automatically accelerate vesting in the event Equity Awards shall be awarded outside of a “Change in Control” (as such term is defined in the Plan), subject to your continued services with the Company through the date of such Change in Control. You also will be eligible to participate in and receive additional stock option or equity award grants under the Company’s equity incentive plans from time as “inducement grants” within the meaning of Nasdaq Listing Rule 5635(c)(4). The Equity Awards are subject to timeadjustment for stock splits, in combinations or other recapitalizations. The Executive’s rights in, and eligibility for, future equity awards will be determined by the discretion Board or the Compensation Committee of the Board, and Board in accordance its discretion. Notwithstanding the Executive’s partial year employment with the terms and conditions of Company in 2022, the PlanCompany will not pro-rate the Executive’s annual equity grant in 2023.