Common use of Equity Award Clause in Contracts

Equity Award. Subject to the Board’s approval, the Company shall grant you an option to purchase [Twenty Thousand Eight Hundred Twenty-Six (20,826)] [Thirty Thousand One Hundred Sixty-Eight (30,168)] shares of the Company’s common stock [(equivalent to 0.25% of the Company’s fully-diluted capitalization as of immediately following the February 2015 closing of the Company’s Series E-1, Series E-2 and Series E-3 preferred stock financing)] (the “Option”), subject to the terms and conditions of the Company’s [Equity Incentive Plan] [your Option Grant Notice] and your Option Agreement, as soon as reasonably practicable after the commencement of the Term. The exercise price per share of the Option shall be the fair market value of the Company’s stock as determined by the Board as of the date of grant. Twenty-five percent (25%) of the shares subject to the Option shall vest twelve (12) months after the commencement of the Term, and no shares shall vest before such date. The remaining shares shall vest monthly over the next thirty-six (36) months following such initial 12-month period, in equal monthly amounts. Any vested portion of the Option shall remain exercisable for a period of three months after termination of this Agreement, and any unvested portion of the option shall be forfeited upon termination of this Agreement. In the event of a Change of Control (as defined below) of the Company, your Option will automatically become vested and exercisable as to all of the shares subject to the Option as of immediately before the consummation of such Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary) (each a “Merger Transaction”), unless the Company’s stockholders of record as constituted immediately prior to such Merger Transaction will, immediately after such Merger Transaction, hold at least a majority of the voting power of the surviving or acquiring entity in the same relative proportions, (ii) a sale of all or substantially all of the assets of the Company or the exclusive license of all or substantially all of the Company’s intellectual property by means of any transaction or series of related transactions, or (iii) a liquidation, dissolution or winding up of the Company.

Equity Award. Subject (i) You shall be granted, on or about the Effective Date, restricted share units providing the right, upon vesting, to the Board’s approval, receive shares of common stock of the Company shall grant you an option to purchase [Twenty Thousand Eight Hundred Twenty-Six (20,826)] [Thirty Thousand One Hundred Sixty-Eight (30,168)] shares of the Company’s common stock [(equivalent to 0.25“RSUs”) representing 1.32% of the Company’s fully-diluted capitalization as number of immediately following the February 2015 closing shares of common stock of the Company’s Company outstanding on the Effective Date on a fully diluted basis (excluding for such purpose any outstanding and unconverted shares of Series E-1, Series E-2 and Series E-3 A convertible redeemable preferred stock financing)] (the “Option”), subject to the terms and conditions of the Company’s [Equity Incentive Plan] [your Option Grant Notice] and your Option Agreement, as soon as reasonably practicable after the commencement of the Term. The exercise price per share of the Option shall be the fair market value of the Company’s stock as determined by the Board as of the date of grant. Twenty-five percent (25%) of the shares subject to the Option shall vest twelve (12) months after the commencement of the Term, and no shares shall vest before such date. The remaining shares shall vest monthly over the next thirty-six (36) months following such initial 12-month period, in equal monthly amounts. Any vested portion of the Option shall remain exercisable for a period of three months after termination of this Agreement, and any unvested portion of the option shall be forfeited upon termination of this Agreement. In the event of a Change of Control (as defined below) of the Company, your Option will automatically become vested and exercisable as the warrant to all purchase shares of common stock of the Company held by Macquarie (USA), Inc. or its permitted transferee (the “Macquarie Warrant”) and the warrant to purchase shares subject to of common stock of the Option as of immediately before Company held by Kenner Equity Management LLC or its permitted transferee (the consummation “Kenner Warrant”)) (“Initial RSUs”). If within six months after the Effective Date (the last day of such Change period, the “Six Month Date”), the Initial RSUs are diluted by the issuance of Control. For purposes additional equity as a result of this Agreement, “Change of Control” shall mean: (i) the acquisition conversion of Series A convertible redeemable preferred shares to common stock of the Company by another entity by means or (ii) the investment of any transaction additional sums in the equity of the Company, then you shall be entitled to receive an additional grant of RSUs on or series about the Six Month Date that, when added to the Initial RSUs granted on the Effective Date, equals 1.32% of related transactions (including, without limitation, any merger, consolidation or other form the number of reorganization in which outstanding shares of common stock of the Company outstanding on the Six Month Date on a fully diluted basis (excluding for such purpose any outstanding and unconverted shares of Series A convertible redeemable preferred stock of the Company, the Macquarie Warrant and the Kenner Warrant) (any such RSUs that are exchanged for securities or other consideration issuedgranted, or caused the “Additional RSUs,” and together with the Initial RSUs, the “Xxxxxx RSUs”). The Xxxxxx RSUs shall vest upon the earliest to be issued, occur of (i) the consummation of a Qualified Public Offering (as defined in the Management Subscription Agreement) (an “IPO”) while you remain employed by the acquiring entity or its subsidiary) (each a “Merger Transaction”), unless the Company’s stockholders of record as constituted immediately prior to such Merger Transaction will, immediately after such Merger Transaction, hold at least a majority of the voting power of the surviving or acquiring entity in the same relative proportions, (ii) a sale of all or substantially all of the assets of Substantial Liquidity Event that is also a “change in control event” as such term is used in Treasury Regulation § 1.409A-3(i)(5)(i) (with the Company or as the exclusive license of all or substantially all of “corporation”), which results in the Company’s intellectual property by means equity holders receiving net proceeds in an amount equal to the sum of $250 million plus the amount of any transaction or series of related transactionsadditional equity investments in the Company that occur after the Effective Date and prior to such change in control event (a “Change in Control”), while you remain employed by the Company, or (iii) your termination of employment by the Company without Cause, your termination of employment by the Company for Disability or a liquidationCompany Reason, dissolution your resignation for Good Reason, or winding up your termination of employment by reason of your death, in each case pursuant to Section 5 (a “Qualifying Termination”). Notwithstanding the foregoing, if any vesting event (as described in clause (i), (ii) or (iii) of the Companyimmediately preceding sentence) occurs prior to the six-month anniversary of the Effective Date, “Six Month Date” as used herein shall instead mean the date of such vesting event. If the Macquarie Warrant is exercised at a time that Xxxxxx RSUs are outstanding (or have been settled by issuance of the underlying shares upon a prior Qualifying Termination), you shall be granted additional RSUs (or common shares, if your RSUs have been settled upon a prior Qualifying Termination) covering 1.32% of the shares of common stock received upon exercise of the Macquarie Warrant (or, in the event that you previously vested upon a Qualifying Termination, such amount shall be subject to reduction to reflect the application of the formula set forth in subsection 3(c)(ii), below). Any such RSUs will be vested to the same extent as the outstanding Xxxxxx RSUs and subject to the same vesting and settlement terms.

Equity Award. Subject to approval of the Board’s approval, Board and the Company shall grant you an option to purchase [Twenty Thousand Eight Hundred Twenty-Six (20,826)] [Thirty Thousand One Hundred Sixty-Eight (30,168)] shares terms of the Company’s common Stock Plan (the “Plan”), Executive will be granted a stock [option under the Plan (equivalent the “Option”) to 0.25purchase up to 5% of the Company’s fullyoutstanding shares of Common Stock, calculated on a Fully-diluted capitalization Diluted Bases (as defined herein). For the purposes of immediately following this Agreement, “Fully-Diluted Basis” shall include (i) the February 2015 closing total number of shares of Common Stock outstanding plus (ii) the total number of shares of Common Stock that would be issued upon conversion of any securities, rights, commitments, or other items that are convertible into Common Stock, including all preferred stock, stock options, warrants and other stock purchase rights then outstanding or reserved for issuance. To the maximum extent possible, the Option shall be an Incentive Stock Option as such term is defined in Section 422 of the Company’s Series E-1Internal Revenue Code of 1986, Series E-2 and Series E-3 preferred stock financing)] as amended (the “OptionCode”), subject . The Option will be governed by and granted pursuant to a separate Stock Option Agreement and the terms and conditions of the Company’s [Equity Incentive Plan] [your Option Grant Notice] and your Option Agreement, as soon as reasonably practicable after the commencement of the Term. The exercise price per share of the Option shall will be equal to the fair market value of the Company’s stock as determined by the Board as of Common Stock established on the date of grant, subject to approval by the Board of Directors. TwentyOne-five percent (25%) half of the shares Option will be subject to vesting over four (4) years so long as Executive provides continuous service to the Company in accordance with the Plan, according to the following schedule: 25% of the total number of shares underlying the Option shall vest twelve (12) months after and become exercisable on the commencement 1 year anniversary from the date of grant and the Term, and no remaining unvested shares shall vest before such date. The remaining shares shall vest monthly over the next become exercisable in thirty-six (36) months following such initial 12monthly installments thereafter. The remaining one-month period, in equal monthly amounts. Any vested portion half of the Option shall remain exercisable for a period hall vest in three equal part upon the achievement of three months after termination the following milestones: (i) the Company’s receipt of this AgreementCLIA lab certification, (ii) the Company raises at least $5,000,000 in additional capital in one or more equity financings, and any unvested portion (iii) the completion of the option shall be forfeited upon termination of this Agreementa clinical utility study suitable for publication. In the event of that Executive is terminated without Cause (as defined below) or Executive resigns for Good Reason (as defined below) within three month (3) months prior to or eighteen (18) months after a Change of Control (as defined below) of in the CompanyPlan), your Option will automatically become vested and exercisable as to all of the shares subject to the Option shall include 100% acceleration of all unvested shares upon as of immediately before the consummation of such Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary) (each a “Merger Transaction”), unless the Company’s stockholders of record as constituted immediately prior to such Merger Transaction will, immediately after such Merger Transaction, hold at least a majority of the voting power of the surviving or acquiring entity further set forth in the same relative proportions, (ii) a sale of all or substantially all of the assets of the Company or the exclusive license of all or substantially all of the Company’s intellectual property by means of any transaction or series of Plan and related transactions, or (iii) a liquidation, dissolution or winding up of the CompanyStock Option Agreement.

Equity Award. Subject to the Board’s approvalapproval of the Board (or the compensation committee thereof), the Company shall shall, effective upon the Commencement Date, provided that the Commencement Date occurs on or before August 15, 2019, grant you an to the Executive a stock option to purchase [Twenty Thousand Eight Hundred Twenty-Six (20,826)] [Thirty Thousand One Hundred Sixty-Eight (30,168)] 72,184 shares of the Company’s common stock [(equivalent to 0.25% of the Company’s fully-diluted capitalization as of immediately following the February 2015 closing of the Company’s Series E-1, Series E-2 and Series E-3 preferred stock financing)] (the “Option”), subject such Option to (i) have an exercise price per share equal to the terms and conditions of the Company’s [Equity Incentive Plan] [your Option Grant Notice] and your Option Agreement, as soon as reasonably practicable after the commencement of the Term. The exercise closing price per share of the Company’s common stock on the Nasdaq Global Select Market on the Commencement Date, (ii) vest and become exercisable, subject to the Executive’s continued service on each applicable vesting date, at a rate of 25% of the total number of shares underlying the Option shall on the first anniversary of the Commencement Date, and following that, as to an additional 2.0833% of the total shares underlying the Option on a monthly basis in arrears, provided that the Executive remains employed by the Company on the applicable vesting date; and (iii) be subject to the fair market value terms of the Company’s stock as determined 2018 Stock Incentive Plan and the applicable award agreement. In addition, subject to approval by the Board as of Directors (or the date of grant. Twentycompensation committee thereof), the Company shall, effective upon the Commencement Date, provided that the Commencement Date occurs on 0 Xxxxxxx Xxxx, Xxx Xxxxx, Xxxxxxxxxxx 00000 | T - (000) 000-five percent 0000 | F - (25%000) of 000-0000 | xxx.xxxxxxx.xxx or before August 15, 2019, grant to the shares Executive 16,041 restricted stock units (“RSUs”), such RSUs to be subject to the Option shall vest twelve (12) months after the commencement of the Term, and no shares shall vest before such date. The remaining shares shall vest monthly over the next thirty-six (36) months following such initial 12-month period, in equal monthly amounts. Any vested portion of the Option shall remain exercisable for a period of three months after termination of this Agreement, and any unvested portion of the option shall be forfeited upon termination of this Agreement. In the event of a Change of Control (as defined below) of the Company, your Option will automatically become vested and exercisable as to all of the shares subject to the Option as of immediately before the consummation of such Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (i) the acquisition of the Company by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary) (each a “Merger Transaction”), unless the Company’s stockholders of record as constituted immediately prior to such Merger Transaction will, immediately after such Merger Transaction, hold at least a majority of the voting power of the surviving or acquiring entity in the same relative proportions, (ii) a sale of all or substantially all of the assets of the Company or the exclusive license of all or substantially all terms of the Company’s intellectual property 2018 Stock Incentive Plan and the applicable award agreement. The RSUs shall vest 25% per year on each anniversary of the Commencement Date, provided that the Executive remains employed by means of any transaction or series of related transactions, or (iii) a liquidation, dissolution or winding up the Company on the applicable vesting date. Each RSU that vests will represent the right to receive one share of the Company’s common stock. The Executive will be eligible to receive additional equity awards, if any, at such times and on such terms and conditions as the Board shall, in its sole discretion, determine.

Equity Award. Subject (i) You shall be granted, on or about the Effective Date, restricted share units providing the right, upon vesting, to the Board’s approval, receive shares of common stock of the Company shall grant you an option to purchase [Twenty Thousand Eight Hundred Twenty-Six (20,826)] [Thirty Thousand One Hundred Sixty-Eight (30,168)] shares of the Company’s common stock [(equivalent to 0.25“RSUs”) representing 2.585% of the Company’s fully-diluted capitalization as number of immediately following the February 2015 closing shares of common stock of the Company’s Company outstanding on the Effective Date on a fully diluted basis (excluding for such purpose any outstanding and unconverted shares of Series E-1, Series E-2 and Series E-3 A convertible redeemable preferred stock financing)] (the “Option”), subject to the terms and conditions of the Company’s [Equity Incentive Plan] [your Option Grant Notice] and your Option Agreement, as soon as reasonably practicable after the commencement of the Term. The exercise price per share of the Option shall be the fair market value of the Company’s stock as determined by the Board as of the date of grant. Twenty-five percent (25%) of the shares subject to the Option shall vest twelve (12) months after the commencement of the Term, and no shares shall vest before such date. The remaining shares shall vest monthly over the next thirty-six (36) months following such initial 12-month period, in equal monthly amounts. Any vested portion of the Option shall remain exercisable for a period of three months after termination of this Agreement, and any unvested portion of the option shall be forfeited upon termination of this Agreement. In the event of a Change of Control (as defined below) of the Company, your Option will automatically become vested and exercisable as the warrant to all purchase shares of common stock of the Company held by Macquarie (USA), Inc. or its permitted transferee (the “Macquarie Warrant”) and the warrant to purchase shares subject to of common stock of the Option as of immediately before Company held by Kenner Equity Management LLC or its permitted transferee (the consummation “Kenner Warrant”)) (“Initial RSUs”). If within six months after the Effective Date (the last day of such Change period, the “Six Month Date”), the Initial RSUs are diluted by the issuance of Control. For purposes additional equity as a result of this Agreement, “Change of Control” shall mean: (i) the acquisition conversion of Series A convertible redeemable preferred shares to common stock of the Company by another entity by means or (ii) the investment of any transaction additional sums in the equity of the Company, then you shall be entitled to receive an additional grant of RSUs on or series about the Six Month Date that, when added to the Initial RSUs granted on the Effective Date, equals 2.585% of related transactions (including, without limitation, any merger, consolidation or other form the number of reorganization in which outstanding shares of common stock of the Company outstanding on the Six Month Date on a fully diluted basis (excluding for such purpose any outstanding and unconverted shares of Series A convertible redeemable preferred stock of the Company, the Macquarie Warrant and the Kenner Warrant) (any such RSUs that are exchanged for securities or other consideration issuedgranted, or caused the “Additional RSUs,” and together with the Initial RSUs, the “Xxxxxx RSUs”). The Xxxxxx RSUs shall vest upon the earliest to be issued, occur of (i) the consummation of a Qualified Public Offering (as defined in the Management Subscription Agreement) (an “IPO”) while you remain employed by the acquiring entity or its subsidiary) (each a “Merger Transaction”), unless the Company’s stockholders of record as constituted immediately prior to such Merger Transaction will, immediately after such Merger Transaction, hold at least a majority of the voting power of the surviving or acquiring entity in the same relative proportions, (ii) a sale of all or substantially all of the assets of Substantial Liquidity Event that is also a “change in control event” as such term is used in Treasury Regulation § 1.409A-3(i)(5)(i) (with the Company or as the exclusive license of all or substantially all of “corporation”), which results in the Company’s intellectual property by means equity holders receiving net proceeds in an amount equal to the sum of $250 million plus the amount of any transaction or series of related transactionsadditional equity investments in the Company that occur after the Effective Date and prior to such change in control event (a “Change in Control”), while you remain employed by the Company, or (iii) your termination of employment by the Company without Cause, your termination of employment by the Company for Disability or a liquidationCompany Reason, dissolution your resignation for Good Reason, or winding up your termination of employment by reason of your death, in each case pursuant to Section 5 (a “Qualifying Termination”). Notwithstanding the foregoing, if any vesting event (as described in clause (i), (ii) or (iii) of the Companyimmediately preceding sentence) occurs prior to the six-month anniversary of the Effective Date, “Six Month Date” as used herein shall instead mean the date of such vesting event. If the Macquarie Warrant is exercised at a time that Xxxxxx RSUs are outstanding (or have been settled by issuance of the underlying shares upon a prior Qualifying Termination), you shall be granted additional RSUs (or common shares, if your RSUs have been settled upon a prior Qualifying Termination) covering 2.585% of the shares of common stock received upon exercise of the Macquarie Warrant (or, in the event that you previously vested upon a Qualifying Termination, such amount shall be subject to reduction to reflect the application of the formula set forth in subsection 3(c)(ii), below). Any such RSUs will be vested to the same extent as the outstanding Xxxxxx RSUs and subject to the same vesting and settlement terms.

Equity Award. Subject The Employee shall receive options (the “Initial Options”) to purchase 9.9% of the common stock of the Company (on a fully-diluted basis as of the Start Date), at an exercise price equal to the Board’s approvalfair market value of such shares on the Early Exercise Date (as defined below), as determined by the Board in good faith based on generally accepted industry valuation methodologies. The Initial Options shall vest in five equal installments on each of the first five anniversaries of the Start Date, provided the Employee is still an employee of the Company on each applicable vesting date. Notwithstanding the foregoing, the Initial Options shall be exercisable before the applicable vesting dates, on or after June 30, 2005, or such earlier date as the Company may specify (in either case the “Early Exercise Date”), in which case the shares issuable upon any such earlier exercise shall be restricted shares which shall be subject to the same vesting schedule as applicable under the Initial Options and shall not be transferable unless and until such shares become vested. The parties agree that the obligation to grant the Initial Options may be partially satisfied by an option granted with respect to up to 10% of the fully-diluted shares of common stock of the Company beneficially owned by Credit Suisse Boston Management LLC and its affiliates (excluding such affiliation solely by virtue of ownership and involvement with the Company or its subsidiaries, the “CSFB Entities”), with the remainder being granted with respect to reserved shares of the Company; provided, however, that any Initial Option granted by the CSFB Entities shall also be honorable by the Company. Upon exercise of any Initial Options within one week of the Early Exercise Date, the Company shall grant you pay to the Employee an option amount equal to 57.36% of the excess, if any, of the fair market value of the shares on the exercise date, as determined for federal income tax purposes, over the exercise price. An additional equity pool of 20.1% (subject to adjustment to 20% in the event of certain transactions) of the fully-diluted shares of the Company as of the Start Date shall be reserved for options and/or other equity awards to be granted to other employees as recommended by management and approved by the Board (or a designated committee thereof). In the event that such additional pool is not entirely allocated to grants made to other employees, the Employee shall be eligible to receive additional options and/or other equity awards with respect to such unallocated shares available in such pool, up to a maximum level of 15% (including the shares subject to the Initial Options) of the fully-diluted shares of common stock of the Company as of the Start Date. If such additional pool is allocated to grants made to other employees, then the Employee shall not receive any options or other equity awards in addition to the Initial Options. The Initial Options and any other stock options granted to the Employee (collectively, with the Initial Options, hereinafter referred to as the “Options”) shall have a duration of ten years, except that (i) if the Employee’s employment with the Company terminates for any reason other than for Cause (as defined in Section 4.1 hereof), Disability (as defined in Section 4.2 hereof) or death, any then vested but unexercised Options shall be exercisable for three months following such termination, (ii) if the Employee’s employment with the Company terminates due to Disability or death, any then vested but unexercised Options shall be exercisable for six months following such termination, and (iii) if the Employee’s employment with the Company terminates for Cause, all unexercised Options (including any vested Options) shall terminate immediately upon such termination. In no event shall any Options continue to be exercisable for a period of more than ten years following the date of grant. The exercise price payable for the purchase [Twenty Thousand Eight Hundred Twentyof shares under all Options shall be paid in cash, at the time of exercise of the respective Option. All shares issued pursuant to the exercise of any Options shall be subject to a right of first refusal from and after such time as they become transferable, and to repurchase rights (but not obligations) in the event of a termination of the Employee’s employment with the Company. The purchase price payable to repurchase shares from the Employee shall be (i) with respect to vested shares, the greater of the fair market value (as determined by the Board in good faith based on generally accepted industry valuation methodologies) of the shares on the date of repurchase or the purchase price paid by the Employee, or (ii) with respect to non-Six vested shares, the purchase price paid by the Employee. Repurchase rights shall extend for the longer of (20,826)] [Thirty Thousand One Hundred Sixty-Eight i) seven months after the issuance of the applicable shares, (30,168)] ii) seven months after the Employee is terminated by the Company other than for Cause or (iii) three months after a termination of the Employee’s employment with the Company due to any other reason. The right of first refusal shall extend until the shares of the Company’s common stock [(equivalent to 0.25% of the Company’s fully-diluted capitalization as of immediately following the February 2015 closing of the Company’s Series E-1, Series E-2 issued under such Options are publicly traded. All Options and Series E-3 preferred stock financing)] (the “Option”), subject any other equity awards granted to the terms and conditions of the Company’s [Equity Incentive Plan] [your Option Grant Notice] and your Option Agreement, as soon as reasonably practicable after the commencement of the Term. The exercise price per share of the Option Employee shall be evidenced by a separate agreement entered into with the fair market value of the Company’s stock as determined by the Board as of the date of grant. Twenty-five percent (25%) of the shares subject to the Option shall vest twelve (12) months after the commencement of the Term, and no shares shall vest before such date. The remaining shares shall vest monthly over the next thirty-six (36) months following such initial 12-month periodEmployee, in equal monthly amounts. Any vested portion of the Option shall remain exercisable for a period of three months after termination of this Agreement, and any unvested portion of the option such form as shall be forfeited upon termination of this Agreement. In the event of a Change of Control (as defined below) of the Company, your Option will automatically become vested and exercisable as to all of the shares subject to the Option as of immediately before the consummation of such Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (i) the acquisition of the Company provided by another entity by means of any transaction or series of related transactions (including, without limitation, any merger, consolidation or other form of reorganization in which outstanding shares of the Company are exchanged for securities or other consideration issued, or caused to be issued, by the acquiring entity or its subsidiary) (each a “Merger Transaction”), unless the Company’s stockholders of record as constituted immediately prior to such Merger Transaction will, immediately after such Merger Transaction, hold at least a majority of the voting power of the surviving or acquiring entity in the same relative proportions, (ii) a sale of all or substantially all of the assets of the Company or the exclusive license of all or substantially all of the Company’s intellectual property by means of any transaction or series of related transactionsCSFB Entities, or (iii) a liquidation, dissolution or winding up of the Companyas applicable.

Equity Award. Subject ZelnickMedia (or upon three (3) days prior written notice of ZelnickMedia to the BoardCompany, an affiliate or partner of ZelnickMedia that agrees to be bound by the provisions of this Section 6) shall be entitled to receive 1,100,000 shares of time-based restricted stock of the Company and 1,650,000 shares of performance-based restricted stock of the Company, pursuant to and in accordance with the terms and conditions of the agreements attached as Exhibit A and Exhibit B hereto, respectively (the “New Grant Agreements”), to be granted on the Issuance Date (as defined below). The New Grant Agreements, together with the grant agreements attached as Exhibit A and Exhibit B to the Original Agreement relating to the restricted stock described in Section 6 of the Original Agreement (the “Original Grant Agreements”), shall be referred to collectively as the “Grant Agreements.” Until October 31, 2012 or earlier if this Agreement is earlier terminated pursuant to Section 8 below, ZelnickMedia shall not, and shall cause its shareholders, partners, members and other affiliates to not, sell or otherwise dispose (other than to an affiliate or partner of ZelnickMedia that agrees to be bound by the provisions of this Section 6) of (x) any shares of common stock of the Company acquired upon exercise of ZelnickMedia’s approvaloption granted pursuant to Section 6 of the Original Agreement (collectively, the “Option Shares”) or (y) any vested shares of restricted common stock of the Company granted pursuant to Section 6 of the Original Agreement (collectively, the “Original Vested Shares”), and the preceding restriction shall grant you not be waivable by the Company without the approval of stockholders holding a majority of the Company’s outstanding voting securities at the time such approval is given; provided, however, that the foregoing shall not limit the right of ZelnickMedia and/or its shareholders, partners, members and other affiliates to sell or otherwise dispose of that number of shares of common stock of the Company necessary to satisfy any taxes imposed on ZelnickMedia, its shareholders, affiliates and/or its members or partners as a result of the exercise of the option granted pursuant to Section 6 of the Original Agreement or the vesting of the shares granted pursuant to Section 6 of the Original Agreement, or in connection with the transfer of shares by ZelnickMedia to an affiliate or partner thereof. In addition to the restrictions contained in the preceding paragraph, until the earlier of (A) May 31, 2015, (B) a Change in Control or (C) the termination of this Agreement pursuant to Section 8 below, ZelnickMedia shall not, and shall cause its shareholders, partners, members and other affiliates to not, sell or otherwise dispose (other than, upon not less than three (3) days’ prior written notice to the Company, to an affiliate or partner of ZelnickMedia that agrees to be bound by the provisions of this Section 6) of any Option Shares, Original Vested Shares or any vested shares of restricted common stock of the Company granted pursuant to Section 6 of this Agreement if the Market Value (as defined below) of all shares of the Company (including but not limited to (i) the Option Shares, (ii) vested or unvested shares of time-based restricted stock of the Company granted pursuant to Section 6 of the Original Agreement or Section 6 of this Agreement and (iii) vested shares of performance-based restricted stock of the Company granted pursuant to Section 6 of the Original Agreement or Section 6 of this Agreement, but excluding unvested shares of performance-based restricted stock of the Company granted pursuant to Section 6 of the Original Agreement or Section 6 of this Agreement) that would, after giving effect to such proposed sale or other disposition, be owned by ZelnickMedia, its shareholders, partners, members and other affiliates (including former shareholders, partners, members or affiliates to whom such shares were transferred by ZelnickMedia in accordance with this paragraph or the immediately preceding paragraph) (collectively, “Applicable Shares”), as of the trading day immediately preceding the date of the proposed sale or disposition, be less than four times (4X) the then current per annum Management Fee; provided, however, that the foregoing shall not limit the right of ZelnickMedia and/or its shareholders, partners, members and other affiliates to sell or otherwise dispose of that number of shares of common stock of the Company necessary to satisfy any taxes imposed on ZelnickMedia, its shareholders, affiliates and/or its members or partners as a result of the exercise of the option granted pursuant to purchase [Twenty Thousand Eight Hundred Twenty-Six (20,826)] [Thirty Thousand One Hundred Sixty-Eight (30,168)] Section 6 of the Original Agreement, vesting of the shares granted pursuant to Section 6 of the Original Agreement or vesting of the shares granted pursuant to Section 6 of this Agreement, or in connection with the transfer of shares by ZelnickMedia to an affiliate or partner thereof. For purposes of this Section 6, “Market Value” of a number of shares of the Company’s common stock [(equivalent to 0.25% shall equal the number of shares of common stock multiplied by the average of the closing prices of the Company’s fullycommon stock for each trading day during the 90-diluted capitalization day period ending on the day as of which Market Value is being determined (which, in the case of a sale or other disposition, shall be the trading day immediately following preceding the February 2015 closing date of such sale or other disposition). ZelnickMedia hereby acknowledges the Company’s Series E-1“Securities Trading Policy” (as in effect from time to time, Series E-2 and Series E-3 preferred stock financing)] (the “OptionTrading Policy”) and shall, and shall cause its shareholders, partners, members and other affiliates, and shall use commercially reasonable efforts to cause its employees (including by making compliance a condition to the employees’ continued employment), subject to comply at all times with the terms and conditions of the Company’s [Equity Incentive Plan] [your Option Grant Notice] and your Option Agreement, Trading Policy as soon as reasonably practicable after the commencement of the Term. The exercise price per share of the Option shall be the fair market value of the Company’s stock as determined by the Board as of the date of grant. Twenty-five percent (25%) of the shares subject to the Option shall vest twelve (12) months after the commencement of the Term, and no shares shall vest before if such date. The remaining shares shall vest monthly over the next thirty-six (36) months following such initial 12-month period, in equal monthly amounts. Any vested portion of the Option shall remain exercisable for a period of three months after termination of this Agreement, and any unvested portion of the option shall be forfeited upon termination of this Agreement. In the event of a Change of Control Persons (as defined below) of the Company, your Option will automatically become vested and exercisable as to all of the shares subject to the Option as of immediately before the consummation of such Change of Control. For purposes of this Agreement, “Change of Control” shall mean: (i) the acquisition were executive officers of the Company by another entity by means under the terms of any transaction or series the Trading Policy. In order to ensure that the persons providing services under this Agreement are properly incentivized, ZelnickMedia covenants and agrees that no more than 50% of related transactions the aggregate compensation payable to ZelnickMedia hereunder (including, without limitation, any merger, consolidation or other whether in the form of reorganization in which outstanding shares of the Company are exchanged for securities Management Fee, Annual Bonus or other consideration issuedEquity Awards) will be paid, payable or caused otherwise conveyed (directly or indirectly) to be issued, by the acquiring entity or its subsidiary) (each a “Merger Transaction”), unless the Company’s stockholders of record as constituted immediately prior to such Merger Transaction will, immediately after such Merger Transaction, hold at least a majority of the voting power of the surviving or acquiring entity in the same relative proportions, (ii) a sale of all or substantially all of the assets of the Company or the exclusive license of all or substantially all of the Company’s intellectual property by means of any transaction or series of related transactions, or (iii) a liquidation, dissolution or winding up of the Companyone individual providing services hereunder.