Common use of Equity Grant Clause in Contracts

Equity Grant. Subject to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith.

Equity Grant. Subject to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. ​ You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith.. ​

Equity Grant. Subject to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will shall be eligible to receive granted 48,927,010 shares of the Company’s common stock under the Company’s 2017 2019 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. ​ You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to the then current fair market value, as reasonably determined by the Board in good faith.” ​ Please confirm your agreement with all of the foregoing by signing and returning a copy of this letter to the company. ​ ​ ​ ​ ​ Sincerely, Monogram Orthopaedics Inc. By: /s/ Xxxx Xxxx Name: Xxxx Xxxx Title: Founder, CMO & Board Member Date: 4/30/2019 ​ Accepted and Agreed: /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Date: 4/29/2019 ​ ​ ​ Exhibit A ​ ​ ​ ​ Note: This is an amendment to the April 29, 2018 agreement to reflect the term extension. ​ October 17, 2018 ​ Xx. Xxxxxxxx Xxxxxx 22655 Napoli Laguna Hills, CA 92653 ​ Dear Xxx: ​ Monogram Orthopaedics Inc. (the “Company”) is pleased to offer you employment as the Chief Executive Officer of the Company (the “CEO”), commencing on April 29, 2018, or such other date as we agree (the “Commencement Date”). This letter sets forth certain terms of your employment. ​

Equity Grant. Subject In addition to approval by any equity grants made prior to the Board and your date of execution of this Agreement, upon execution of this Agreement or as soon as practicable thereafter, and in consideration for (a) Executive’s agreement to extend the Companyterm of his employment under this Agreement to December 31, 2014, and (b) Executive’s agreement to the Non-Competition and Non-Solicitation provisions of Section 6, Hasbro shall grant to Executive 125,000 performance share units (PSU’s) and 687,000 stock options (together, the “Retention Grant”). The PSU’s granted to Executive under the Retention Grant will be earned based on financial performance over Hasbro’s 2010, 2011 and 2012 fiscal years, and shall be based on the same cumulative revenue and earnings targets applicable to the PSU’s granted to Hasbro’s other employees for the 2010-2012 performance cycle, which targets were previously adopted and approved by Hasbro’s Compensation Committee and communicated to Executive prior to the date of the execution of this Agreement. Except as otherwise expressly provided in Sections 5.2 and 5.3, the terms and conditions applicable to Executive’s PSU grant pursuant to the Retention Grant shall be the same as those governing Hasbro’s other PSU’s for the 2010-2012 performance cycle, except that Executive’s grant shall, to the extent earned, vest one-half on December 31, 2013 and one-half on December 31, 2014. Executive agrees to sign Hasbro’s standard form PSU agreement in connection with this grant, as modified to effectuate the provisions of Restricted Stock this Agreement for executives (and to provide that in no event may the “Restricted Stock Agreement”), you will be eligible Compensation Committee exercise any negative discretion to receive reduce the number of shares distributable based on the attainment of the Companycumulative revenue and earnings targets set forth therein). The foregoing stock option grant pursuant to the Retention Grant shall vest in five equal installments, on each of March 26 of 2011, 2012, 2013 and 2014, and December 31, 2014. The exercise price for such options shall be the average of the high and low sales prices of Hasbro’s common stock under on the Companydate of grant, which shall be the date of this Agreement. Executive agrees to sign Hasbro’s 2017 Stock Option standard stock option agreement, as modified to effectuate the provisions of this Agreement (and Grant Plan to provide that the vested stock options (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to any applicable acceleration of vesting in connection with termination of employment) shall remain exercisable for a period of (x) one year following death or termination of employment due to Disability, (y) one year following termination of employment by Hasbro other than for Cause or by Executive for Good Reason and (z) 90 days upon resignation by Executive without Good Reason, but in each case not longer than the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% expiration of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% original maximum term of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31stock option), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith.

Equity Grant. Subject On or as soon as practicable following the Effective Date, the Advisor shall be granted a nonqualified stock option to approval by the Board and your execution acquire 732,332 shares of common stock of the Company’s standard form of Restricted Stock Agreement for executives Company (the “Restricted Stock AgreementOption”), you will ) under the to be eligible to receive shares of the adopted Company’s common stock under the Company’s 2017 Stock Option and Grant Equity Incentive Plan (the “Equity Plan”) equaling 15% ). The exercise price of the Option will be the fair market value of the common stock on the date of grant as determined by the Company’s outstanding common stock on a fully-diluted basis as Board of the grant date and after giving effect to the grantDirectors. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares The Option shall vest and become exercisable as follows: (i) twenty-five percent (25% of the granted shares will %) shall vest on the three-month one year anniversary of the Commencement Effective Date and (ii) seventy-five percent (75%) shall vest in thirty-six (36) equal monthly installments thereafter, as long as Advisor continues to provide Services under this Agreement as of the remaining unvested shares will applicable vesting date or as otherwise specifically set forth herein, subject to accelerated vesting upon a Change of Control (to be defined in the Equity Plan) during the Term. The term of the Option shall be ten years from the date of grant but subject to earlier expiration in the event of the termination of Advisor’s Services pursuant to this Agreement. In the event the Advisor terminates this Agreement, the Option, to the extent vested at the time of termination, shall remain outstanding until the three (3) month anniversary of the date of termination; provided that if such termination occurs on or after 270 days from the Effective Date, Advisor shall vest in equal quarterly installments over a three-year period, on the last day first vesting date in that portion of each calendar quarter the Option that would have vested on the first vesting date (i.e., March 31, June 30, September 30 183,083 shares) and December 31), commencing on September 30, 2018; provided, that upon such vested portion shall remain outstanding through the three month anniversary of such first vesting date subject to Advisor’s satisfaction of the Release Condition and compliance with the Covenants. In the event of the termination of this Agreement as a Sale Event result of Advisor’s death or Disability (as defined in the Equity Plan) all your then-unvested shares (), the Option, to the extent not previously forfeitedvested on the date of termination, shall remain outstanding for one (1) shall vestyear from the date of termination. For In the avoidance event of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment this Agreement by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered byfor Cause, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition Option to the foregoing equity grantextent vested at the time of termination, you shall be eligible for additional grants remain outstanding until the three (3) month anniversary of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board date of directorstermination. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in Notwithstanding the Company foregoing, in the event of any additional issuances the Company’s termination of Company common stock this Agreement other than for Cause (for the sake of clarity, excluding death or securities convertible into common stockDisability), at that portion of the Option that would have vested during the one year period following the date of termination shall continue to vest and remain outstanding as if Advisor was actively performing the Services during such one year period, subject to the Advisor’s satisfaction of the Release Condition and his continued compliance with the Covenants. Except as set forth herein, any unvested portion of the Option is forfeited on the date of termination. The grant of the Option described above will be subject to (i) the terms of the Equity Plan, except as modified by this Agreement, and (ii) Advisor’s execution and delivery of a perGrant Agreement and other equity-share price equal to then current fair market value, as reasonably determined related documents required by the Board in good faithCompany.

Equity Grant. Subject The Company shall grant to approval by the Board and your execution of the CompanyExecutive, no later than December 31, 2008 (subject to Executive’s standard form of Restricted Stock Agreement not having been terminated for executives Cause or resigned without Good Reason prior to such grant date), 325,000 restricted stock units (the “Restricted Stock AgreementUnits”) that are to be settled in common stock of the Company (“Common Stock”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Such Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares Units will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year periodperiod such that one-third of the Restricted Stock Units will vest and, with respect to vesting Restricted Stock Units, be settled within 30 days after vesting on each of (i) the one-year anniversary of the Commencement Date, (ii) the two-year anniversary of the Commencement Date, and (iii) the three-year anniversary of the Commencement Date, subject to Executive’s continued employment with the Company through each such vesting date. The Restricted Stock Units shall be governed by and subject to the award agreement to be entered into between Executive and the Company, substantially in the form of Exhibit A. The Company shall also grant to Executive, no later than December 31, 2008 (subject to Executive’s not having been terminated for Cause or resigned without Good Reason prior to such grant date), awards covering 110,500 performance shares, which awards shall vest and become payable in part based on the last day attainment of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (targets relating to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or absolute share price and in part based on the Board’s assertion or belief that you lack requisite experience for your position. In addition attainment of targets relating to the foregoing equity grantCompany’s total shareholder return, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Board pursuant to the agreements that govern those awards (together, the “Performance Shares”). The Performance Shares shall be governed by and subject to the award agreements to be entered into between Executive and the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position , substantially in the forms of Exhibits B and C hereto. The Company in shall file a registration statement on Form S-8 covering the event of any Restricted Stock Units and the Performance Shares no later than December 31, 2008. Executive shall be eligible to be granted additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, equity compensation awards as reasonably determined by the Board in good faithits sole discretion, recognizing that neither the Restricted Stock Units nor the Performance Shares are intended to take the place of all or any part of any awards that the Board may, in its sole discretion, award Executive as part of any additional awards to be made during 2009 or later years.

Equity Grant. Subject to approval Employee will participate in the Digital Angel Stock Option Plan and will receive, upon unanimous written consent by the Board and your execution of Directors, the issuance of a stock option grant, valid for 10 years, to purchase 550,000 shares of Applied Digital Solutions, Inc. Stock with a strike price equal to the market value of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the close of the date such option grant date and after giving effect is approved by the Board. This resolution will be presented to the grantBoard upon the execution of this agreement. If The option will vest ratably over the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time next five years. Other terms of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as option are set forth in Restricted Stock Agreementthe plan. The Board of Directors will review Employee’s performance on at least an annual basis and based upon such review will consider making the Employee additional stock option grants, which shall provide thatwhich, subject if granted, will have a strike price equal to Section 6, the granted shares shall vest as follows: (i) 25% market value of the granted shares will vest on the three-month anniversary stock as of the Commencement Date and (ii) thereafter, close of the remaining unvested shares will vest in equal quarterly installments over a three-year period, on date such option is approved by the last day Board. The Board of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined Directors may conduct an interim performance review in the Plan) all your then-unvested shares (third or fourth quarter of 2008 and, in connection therewith, shall have the discretion, but not the obligation, to consider additional stock option grants to Employee. In the event that stock options may not be available or advisable for issuance as contemplated by this provision, Employer may grant instead restricted stock, stock appreciation rights, or other forms of equity incentive compensation as agreed to by the Employee and Company and having the economically equivalent value to the extent not previously forfeited) grant of options as contemplated herein. All options held by Employee shall vest. For the avoidance of doubt, the Company become fully vested and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to exercisable upon any termination of your employment by described in Sections 4.3(b) and (c) of the Company (whether under Agreement which occurs at least six months after the Plan, your Restricted Stock Agreement or otherwise) shall not includeEffective Date, and shall not be triggered byremain exercisable for a period of three years following any such termination (subject to earlier expiration of the original option term). All options will become vested and exercisable upon a Change of Control. Upon any termination of employment described in Section 4.3(a) of the Agreement, and upon any termination of employment within six months following the Company’s or the Board’s assertion or belief that you lack requisite experience Effective Date, all unvested options shall terminate and all vested options shall remain exercisable for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants a period of Company common stock or options to acquire Company common stock at such time 90 days and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faiththereafter terminate.

Equity Grant. Subject to approval by On the Board and your execution date hereof, the Company shall grant Employee an award of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive 50,000 shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan stock, no par value per share (the “PlanRestricted Stock”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant). If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you The Restricted Stock shall be subject to repurchase forfeiture in the event Employee’s employment with the Employer is terminated during the “Restricted Period” (as defined below), and forfeiture as set forth in the Restricted Stock may not be transferred during the Restricted Period. During the Restricted Period, the Restricted Stock may either be issued in book entry form only, or if issued in certificated form, the Employer may retain custody of the certificates, at Employer’s option. If the Restricted Stock is issued in certificated form, Employee shall execute such stock powers regarding such certificates as the Company shall reasonable request. During the Restricted Period, Employee shall be entitled to receive and retain any cash dividends paid on the Restricted Stock, and Employee shall have the right to vote the Restricted Shares at any shareholders meeting of the Company. For purposes of this Agreement, which the Restricted Period shall provide that, subject be a period of time commencing on the date hereof and ending with regard to Section 6, the granted shares shall vest as follows: twenty percent (i20%) 25% of the granted shares will vest Restricted Stock on December 31, 2012, with the three-month anniversary Restricted Period then ending with regard to an additional twenty percent (20%) of the Commencement Date and (ii) Restricted Stock on each December 31st thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, however, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances a Change in Control of the Company common stock (or securities convertible into common stockas defined below), at the Employee’s death or his disability, the Restricted Period shall end with regard to all of the Restricted Stock. For purposes hereunder, Employee shall be deemed to be disabled if he is unable to perform his essential job functions due t a per-share price equal to then current fair market value, as reasonably determined by the Board in good faithmental or physical condition for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve (12) month period.

Equity Grant. Subject to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will shall be eligible to receive granted 48,927,010 shares of the Company’s common stock under the Company’s 2017 2019 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to the then current fair market value, as reasonably determined by the Board in good faith.” Please confirm your agreement with all of the foregoing by signing and returning a copy of this letter to the company. Sincerely, Monogram Orthopaedics Inc. By: /s/ Xxxx Unis Name: Xxxx Unis Title: Founder, CMO & Board Member Date: 4/30/2019 Accepted and Agreed: /s/ Xxxxxxxx Xxxxxx Xxxxxxxx Xxxxxx Date: 4/29/2019 Exhibit A

Equity Grant. Subject to the approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives Board, the Company shall grant you the following stock options (collectively, the “Restricted Stock AgreementOptions”), you will be eligible ): (i) an option to receive acquire a number of shares of the Company’s common stock under the Company’s 2017 Common Stock Option and Grant Plan (the “Plan”) equaling 15equal to 7.0% of the Company’s outstanding common stock on a fully-diluted basis Fully Diluted Capitalization, as defined below (the “Standard Option”), measured as of the grant date close of the Company’s currently contemplated Series D preferred stock financing (assuming $15,000,000 of new capital) (the “Series D Financing”) and after giving effect (ii) an option to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time acquire a number of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock Company’s Common Stock equal to 150.5% of the Company’s outstanding common stock on a fully-diluted basis upon closing of Fully Diluted Capitalization (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019“CIC/IPO Option”), you will receive an additional award upon measured as of the closing of each tranche, in accordance with the foregoingSeries D Financing. All shares of Company common stock granted to you The Options shall be granted as soon as reasonably practicable after the closing of the Series D Financing, based on a 409A valuation received post-financing and your continued employment through the date of grant of the Options. Although management of the Company will recommend to the Board that you be granted the Options on the terms set forth herein, by execution of this letter, you acknowledge that you have no right to receive the Options, or any right to have the Options subject to repurchase and forfeiture as the specific terms set forth in Restricted Stock Agreementherein, which shall provide that, subject unless the grant is approved by the Board. The exercise price per share will be equal to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest fair market value per share on the three-month anniversary of date the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experienceOptions are granted, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith. There is no guarantee that the Internal Revenue Service will agree with this value. You should consult with your own tax advisor concerning the tax risks associated with accepting an option to purchase the Company’s Common Stock. The term of the Options shall be 10 years, subject to earlier expiration in the event of the termination of your services to the Company. The Options will be incentive stock options to the maximum extent allowed by the tax code and shall be subject to the other terms and conditions set forth in the Company’s Amended and Restated 2011 Stock Incentive Plan (the “Stock Plan”) and in the Company’s standard form of Stock Option Agreement (the “Stock Agreement”). So long as your service status is continuous, the Standard Option shall vest and become exercisable over 4 years as follows: 25% of the total number of Standard Option shares shall vest on the 12-month anniversary of your start date of employment with the Company and 1/48th of the total number of Standard Option shares shall vest on each monthly anniversary thereafter subject to your continuous service with the Company through each vesting date. The CIC/IPO Option shall vest and become exercisable upon the consummation of the earlier of (i) a Change in Control or (ii) an initial public offering of the Company’s Common Stock on the NYSE or Nasdaq stock exchange (an “IPO”) as follows: (A) if the price per share paid for the Common Stock in the Change in Control, as determined in good faith by the Board, is at least two times (2X) the purchase price of the preferred stock sold in the Series D Financing, and provided that you remain in continuous service through the closing of the Change in Control, then 50% of the total CIC/IPO Option shares shall vest and become exercisable upon the consummation of such Change in Control; or (B) if the Company consummates an IPO at any valuation, or if the price per share paid for the Common Stock in the Change in Control, as determined in good faith by the Board, is at least three times (3X) the purchase price of the preferred stock sold in the Series D Financing, and provided that you remain in continuous service through the closing of the Change in Control or IPO, then 100% of the total CIC/IPO Option shares shall vest and become exercisable upon the consummation of such Change in Control or IPO, as applicable. Any remaining unvested shares subject to the CIC/IPO Option at the time of a Change in Control shall be cancelled and immediately terminate for no consideration. For clarity, in the event of a Change in Control where the price per share paid for the Common Stock in the Change in Control is less than two times (2X) the purchase price of the preferred stock sold in the Series D Financing, then no portion of the CIC/IPO Option shall vest and such option shall terminate in its entirety. Alternatively, if such price is at least two times (2X) but less than three times (3X) the purchase price of the preferred stock sold in the Series D Financing, then 50% of the CIC/IPO Option shares shall vest and become exercisable and the remaining 50% of the CIC/IPO Option shares shall be cancelled and immediately terminate for no consideration.

Equity Grant. Subject to approval by On the Board and your execution date hereof, the Company shall grant Employee an award of the Company’s standard form such number of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31stock, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreementno par value per share, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over have a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by hereinafter defined, of one hundred forty four thousand ($144,000) dollars (the Board “Restricted Stock”). The Restricted Stock shall be subject to forfeiture in good faiththe event Employee’s employment with the Employer is terminated during the “Restricted Period” (as defined below), and the Restricted Stock may not be transferred during the Restricted Period. During the Restricted Period, the Restricted Stock may either be issued in book entry form only, or if issued in certificated form, the Employer may retain custody of the certificates, at Employer’s option. If the Restricted Stock is issued in certificated form, Employee shall execute such stock powers regarding such certificates as the Company shall reasonable request. During the Restricted Period, Employee shall be entitled to receive and retain any cash dividends paid on the Restricted Stock, and Employee shall have the right to vote the Restricted Shares at any shareholders meeting of the Company. For purposes of this Agreement, the Restricted Period shall be a period of time commencing on the date hereof and ending with regard to twenty percent (20%) of the Restricted Stock on June 23 , 2012, with the Restricted Period then ending with regard to an additional twenty percent (20%) of the Restricted Stock on each June 23rd thereafter; provided, however, that in the event of a Change in Control of the Company (as defined below), the Employee’s death or his disability, the Restricted Period shall end with regard to all of the Restricted Stock. For purposes of this Agreement, “fair market value” shall be the average closing price of the Company’s common stock over the five (5) trading days ending on the trading day immediately preceding the date of this Agreement. For purposes hereunder, Employee shall be deemed to be disabled if he is unable to perform his essential job functions due to a mental or physical condition for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve (12) month period.

Equity Grant. Subject As soon as reasonably practicable following the Effective Date, the Executive shall be granted a one-time equity award (the “Initial Grant”) under Mallinckrodt’s 2024 Stock and Incentive Plan to approval be adopted by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock AgreementMIP”) covering [ · ]% of the fully-diluted shares of Mallinckrodt, excluding the Opioid CVRs which would dilute all shareholders equally. One-third of the Initial Grant shall consist of restricted stock units (“RSUs”) that will vest ratably on each of the first three (3) anniversaries of January 1, 2024 and the remaining two-thirds of the Initial Grant shall consist of performance stock units (“PSUs”) that wxxx xxxxx vest following the performance period which began on December 30, 2023 and ends on December 25, 2026 as outlined in the applicable award agreement (the “Performance Period”), you will with 50% vesting based on Mallinckrodt’s attainment of certain realized value targets and 50% vesting based on Mallinckrodt’s attainment of aggregate adjusted operating cash flow targets during the Performance Period. The terms and conditions applicable to the Initial Grant shall be eligible consistent with those applicable to receive shares of the Company’s common stock RSUs and PSUs issued under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis MIP, except as of the grant date and after giving effect to the grantotherwise set forth herein. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as Notwithstanding anything set forth in Restricted Stock Agreementthe MIP, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable “Change in Control Termination”, “Disability”, “Good Reason”, “Early Retirement” and “Normal Retirement” shall have the meanings set forth herein, to the extent they differ from the definitions set forth in the MIP, with respect to the Initial Grant and any termination of your employment by the Company (whether other awards that may be granted to Executive under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faithMIP.

Equity Grant. (i) Subject to approval by the Board and your execution the Company completing the Going Public Transaction (as defined below), the Company shall grant to Executive, as soon as practicable following the Effective Date, but no later than thirty (30) days following the date of this Agreement, an initial equity grant (the “PC1 Equity Grant”) consisting of: three hundred and twenty-five thousand (325,000) restricted stock units of the Company (the “PC1 RSUs”). The PC1 Equity Grant shall be made under the Company’s 2022 Equity Incentive Plan (as amended, modified or restated from time to time, the “2022 PC1 EIP”) and will be evidenced by the Company’s standard form of Restricted Stock Award Agreement for executives (as defined in the 2022 PC1 EIP) between Executive and the Company (the “Restricted Stock PC1 Award Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject Subject to Section 6, the granted shares PC1 RSUs shall vest as follows: (i) 2550% of the granted shares will RSUs shall vest on twelve (12) months from the three-month anniversary of Effective Date (the Commencement Date “Initial Vesting Date”), and (ii) thereafter, 12.5% of the remaining unvested shares will RSUs shall vest in equal quarterly installments over every three (3) months from the Initial Vesting Date (each, a three-year period“Subsequent Vesting Date” and together with the Initial Vesting Date, on each a “Vesting Date” and collectively, the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31“Vesting Dates”), commencing on September 30such that all of the PC1 RSUs shall fully vest twenty-four (24) months from the Effective Date, 2018; providedprovided that for each PC1 RSUs vesting tranche, that upon Executive is continuously employed by and is in good standing with the Company and this Agreement is in effect, in each case through each applicable Vesting Date (except as otherwise provided in Section 6). Notwithstanding the foregoing or anything herein to the contrary, if Executive remains employed through the date of a Sale Event PC1 Change of Control (as defined in the Plan) all your below), 50% of Executive’s then-unvested shares PC1 RSUs shall vest in full effective immediately prior to such PC1 Change of Control. Each respective vested PC1 RSU shall be settled by delivery to Executive of one share of the Company’s common stock, $0.00001 par value per share (the “Company Common Stock”), per vested PC1 RSU promptly after the applicable Vesting Date (each such applicable date, the “PC1 Settlement Date”). Upon and after each PC1 Settlement Date, the Company may in its sole discretion (but shall have no obligations whatsoever to do so), and, to the extent permissible under applicable law and the Company’s Xxxxxxx Xxxxxxx Policy, allow Executive to satisfy his tax obligations arising in connection with the settlement of his vested PC1 RSUs through the sale by him in the open market of a number of shares of Company Common Stock underlying the vested and settled PC1 RSUs up to the maximum amount that would be sufficient to pay the amount of those tax obligations. Notwithstanding the foregoing, if at the time of a PC1 Settlement Date, the Company has not previously forfeitedcompleted the Going Public Transaction, Company agrees that in lieu of Company Common Stock that would be issued upon the settlement of any PC1 RSUs that would vest on such PC1 Settlement Date, LiveOne shall issue Executive such number of shares of LVO Common Stock for each vested PC1 RSU (the “Exchange”) as would equal to 350,000 divided by 325,000, and executive shall vesthave the right to satisfy his tax obligations in connection with such settlement through the sale of LVO Common Stock in accordance with the terms of Section 3(c)(ii), and Company agrees to cause LiveOne to comply with the foregoing requirements. For the avoidance of doubt, after any settlement of any vested PC1 RSUs, the remaining unvested PC1 RSUs shall be settled in Company Common Stock, subject to the terms of this Agreement, including the foregoing sentence and the Exchange, if applicable. “PC1 Change of Control” shall have the meaning of “Change of Control” provided in the 2022 PC1 EIP, except that (i) for purposes of determining whether a PC1 Change of Control has occurred under this Agreement, (x) the acquisition of additional shares of PC1 Common Stock or LVO Common stock (as defined below) and/or convertible or voting securities of the Company and the Board have reviewed and understands and accepts your academic and work experienceor LiveOne, as applicable, by Xxxxxx Xxxxx, LiveOne and/or their Affiliates (as defined below) resulting in LiveOne, Xx. Xxxxx and/or their respective Affiliates having Beneficial Ownership (as such term is defined in the same has been provided to Exchange Act) of more (or less) than 50% of the total voting power of the stock of the Company or LiveOne will not be considered a PC1 Change of Control, and (y) the disposition, transfer, conveyance or sale of shares of PC1 Common Stock and/or convertible or voting securities of the Company by youXxxxxx Xxxxx, LiveOne and/or their Affiliates will not be considered a PC1 Change of Control (other than as a result of any Additional PC1 Change of Control (as defined below)), (ii) for purposes of the PC1 RSUs (and any other amounts payable on a PC1 Change of Control that constitute “nonqualified deferred compensation” within the meaning of Section 409A), a PC1 Change of Control shall only be deemed to occur if such transaction also constitutes a “change of control event” within the meaning of Section 409A; and (iii) notwithstanding clause (i), a consummation of a transaction described on Exhibit C attached hereto will not be considered a PC1 Change of Control. Accordingly“Additional PC1 Change of Control” means the occurrence after the date of this Agreement of any of the following transactions or events with respect to the Company, and assuming whether effected through one transaction or event or through a combination or series of related, arranged, contemplated, or contemporaneous transactions or events: (A) a sale, exchange, acquisition or other transfer resulting in an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the accuracy Exchange Act of your academic and work experience, the definition of “Cause”1934, as applicable amended) (other than LiveOne or its Affiliates) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company, (B) (i) the Company merges into or consolidates with any other person (other than LiveOne or its Affiliates) or any person merges (other than LiveOne or its Affiliates) into or consolidates with the Company, after giving effect to such transaction, and/or (ii) the Company enters into other transaction or relationship which results in, in either case the stockholders of the Company (other than LiveOne or its Affiliates) immediately prior to such transaction owning less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the issuance of securities of the Company to an individual or legal entity or “group” (other than to LiveOne or its Affiliates), which issuance represents in excess of 50% of the voting securities of the Company after giving effect to such issuance, (d) the Company sells, transfers, licenses, leases or otherwise disposes or conveys (including any termination sale and leaseback transaction or by way of your employment a merger) of all or substantially all of its assets to another person (other than to LiveOne or its Affiliates), or (f) any other transaction, event, arrangement, or relationship having a similar effect on control of the Company as delineated in this definition. “Going Public Transaction” means the earlier of (i) the date on which the Company consummated its direct listing of Company Common Stock on a national stock exchange and (ii) the date of completion of any other transaction by the Company (whether under as a result of which the PlanCompany Common Stock is listed on a national stock exchange. By signing this Agreement, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, Executive acknowledges that the Company’s Xxxxxxx Xxxxxxx Policy is, or if adopted after the Boarddate hereof shall be, substantially the same as LiveOne’s assertion or belief that you lack requisite experience for your position. In addition Xxxxxxx Xxxxxxx Policy and further acknowledges receipt and agrees to the foregoing equity grant, you shall be eligible for additional grants terms of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faithXxxxxxx Xxxxxxx Policy.

Equity Grant. Subject to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will shall be eligible to receive granted 48,927,010 shares of the Company’s common stock under the Company’s 2017 2019 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to the then current fair market value, as reasonably determined by the Board in good faith.” Please confirm your agreement with all of the foregoing by signing and returning a copy of this letter to the company. Sincerely, Monogram Orthopaedics Inc. By: /s/ Dxxx Unis Name: Dxxx Unis Title: Founder, CMO & Board Member Date: 4/30/2019 Accepted and Agreed: /s/ Bxxxxxxx Xxxxxx Bxxxxxxx Xxxxxx Date: 4/29/2019 Exhibit A

Equity Grant. Subject to approval by the Board and your execution Board, the Company shall promptly cause LXL Media to grant to Executive, as soon as practicable following the Effective Date, but no later than the first anniversary of the CompanyEffective Date, an initial equity grant (the “Initial Equity Grant”) of three hundred and fifty thousand (350,000) restricted stock units (“RSUs”). The Initial Equity Grant shall be made under LXL Media’s 2016 Equity Incentive Plan (as amended from time to time, the “2016 EIP”), will be evidenced by LXL Media’s standard form of Restricted Stock Award Agreement for executives (as defined in the 2016 EIP) between LXL Media and Executive (the “Restricted Stock Award Agreement”), you will be eligible . Subject to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing)Article 8, the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares RSUs shall vest as follows: (i) 2550% of the granted shares will RSUs shall vest on twelve (12) months from the three-month anniversary of Effective Date (the Commencement Date “Initial Vesting Date”), and (ii) thereafter12.5% of the RSUs shall vest three (3) months from the Initial Vesting Date, (iii) 12.5% of the RSUs shall vest six (6) months from the Initial Vesting Date; (iv) 12.5% of the RSUs shall vest nine (9) months from the Initial Vesting Date and (v) the remaining 12.5% of the RSUs shall vest twelve (12) months from the Initial Vesting Date (each a “Subsequent Vesting Date” and collectively with the Initial Vesting Date, each a “Vesting Date” and collectively, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31“Vesting Dates”), commencing on September 30provided that for each RSUs vesting tranche, 2018; providedExecutive is continuously employed by the Company under this Agreement through each applicable Vesting Date (except as otherwise provided in Section 6). Notwithstanding the foregoing or anything herein to the contrary, that upon if Executive remains employed through the date of a Sale Event Change of Control (as defined in the Plan) all your below), 50% of Executive’s then-unvested shares RSUs shall vest in full effective immediately prior to such Change of Control. Each vested RSU shall be settled by delivery to Executive of one share of common stock, $0.001 par value per share (the “Common Stock”), of LXL Media per vested RSU promptly after the applicable vesting date (each such applicable date, the “Settlement Date”). Upon and after each settlement date, LXL Media may in its sole discretion (but shall have no obligations whatsoever to do so), and to the extent not previously forfeitedpermissible under applicable law and LXL Media’s Xxxxxxx Xxxxxxx Policy, allow Executive to satisfy his tax obligations arising in connection with the settlement of his vested RSUs through the sale by him in the open market of a number of shares of Common Stock underlying the vested and settled RSUs up to the maximum amount that would be sufficient to pay the amount of those tax obligations. “Change of Control” shall have the meaning provided in the 2016 EIP, except that (i) shall vest. For the avoidance for purposes of doubtdetermining whether a Change of Control has occurred under this Agreement, the Company and acquisition of additional shares of Common Stock and/or convertible or voting securities by Xxxxxx Xxxxx and/or his Affiliates (as defined below) resulting in him and/or his Affiliates having Beneficial Ownership (as such term is defined in the Board have reviewed and understands and accepts your academic and work experience, as Exchange Act) of more (or subsequently less) than 50% of the same has been provided to total voting power of the stock of the Company by you. Accordinglywill not be considered a Change of Control, and assuming (ii) for purposes of the accuracy RSUs (and any other amounts payable on a Change of your academic and work experience, Control that constitute “nonqualified deferred compensation” within the definition meaning of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stockSection 409A), at a per-share price equal Change of Control shall only be deemed to then current fair market value, as reasonably determined by occur if such transaction also constitutes a “change of control event” within the Board in good faith.meaning of Section 409A.

Equity Grant. Subject to approval by the Board and your execution of the Company’s 's standard form of Restricted Stock Agreement for executives (the “"Restricted Stock Agreement”"), you will be eligible to receive shares of the Company’s 's common stock under the Company’s 2017 Stock Option and Grant Plan (the “"Plan”") equaling 15% of the Company’s 's outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s 's outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “"Cause”", as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s 's or the Board’s 's assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s 's board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith.

Equity Grant. Subject to approval by On September 13, 2010, the Board and your execution Employer shall grant Employee an award of the Company’s standard form such number of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31stock, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreementno par value per share, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over have a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by hereinafter defined, of forty thousand ($40,000) dollars (the Board “Restricted Stock”). The Restricted Stock shall be subject to forfeiture in good faiththe event Employee's employment with the Employer is terminated during the “Restricted Period” (as defined below), and the Restricted Stock may not be transferred during the Restricted Period. During the Restricted Period, the Restricted Stock may either be issued in book entry form only, or if issued in certificated form, the Employer may retain custody of the certificates, at Employer's option. If the Restricted Stock is issued in certificated form, Employee shall execute such stock powers regarding such certificates as the Company shall reasonable request. During the Restricted Period, Employee shall be entitled to receive and retain any cash dividends paid on the Restricted Stock, and Employee shall have the right to vote the Restricted Shares at any shareholders meeting of the Company. For purposes of this Agreement, the Restricted Period shall be a period of time commencing on the date hereof and ending with regard to twenty percent (20%) of the Restricted Stock on August 31, 2013, with the Restricted Period then ending with regard to an additional twenty percent (20%) of the Restricted Stock on each August 31st thereafter; provided, however, that in the event of a Change in Control of the Company (as defined below), the Employee's death or his disability, the Restricted Period shall end with regard to all of the Restricted Stock. For purposes of this Agreement, “fair market value” shall be a multi-day average of the closing price of the stock on five business days immediately preceding the date of this Agreement. For purposes hereunder, Employee shall be deemed to be disabled if he is unable to perfom his essential job functions due to a mental or physical condition for a period of six (6) consecutive months or for shorter periods aggregating six (6) months during any twelve (12) month period.

Equity Grant. (i) Subject to approval by the Board Board, and your execution the Company completing the Going Public Transaction (as defined below), the Company shall grant to Executive, as soon as practicable following the Effective Date, but no later than thirty (30) days following the date of this Agreement, an initial equity grant (the “PC1 Equity Grant”) consisting of: one hundred and twenty-five thousand (125,000) restricted stock units of the Company (the “PC1 RSUs”). The PC1 Equity Grant shall be made under the Company’s 2022 Equity Incentive Plan (as amended, modified or restated from time to time, the “2022 PC1 EIP”) and will be evidenced by the Company’s standard form of Restricted Stock Award Agreement for executives (as defined in the 2022 PC1 EIP) between Executive and the Company (the “Restricted Stock PC1 Award Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject Subject to Section 6, the granted shares PC1 RSUs shall vest as follows: (i) 2550% of the granted shares will RSUs shall vest on twelve (12) months from the three-month anniversary of Effective Date (the Commencement Date “Initial Vesting Date”), and (ii) thereafterthe remaining 50% of the RSUs shall vest twenty-four (24) months from the Effective Date (the “Subsequent Vesting Date” and together with the Initial Vesting Date, each a “Vesting Date” and collectively, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31“Vesting Dates”), commencing on September 30provided that for each PC1 RSUs vesting tranche, 2018; providedExecutive is continuously employed by and is in good standing with the Company and this Agreement is in effect, that upon in each case through each applicable Vesting Date (except as otherwise provided in Section 6). Notwithstanding the foregoing or anything herein to the contrary, if Executive remains employed through the date of a Sale Event PC1 Change of Control (as defined in the Plan) all your below), 50% of Executive’s then-unvested shares PC1 RSUs shall vest in full effective immediately prior to such PC1 Change of Control. Each respective vested PC1 RSU shall be settled by delivery to Executive of one share of the Company’s common stock, $0.00001 par value per share (the “Company Common Stock”), per vested PC1 RSU promptly after the applicable Vesting Date (each such applicable date, the “PC1 Settlement Date”). Upon and after each PC1 Settlement Date, the Company may in its sole discretion (but shall have no obligations whatsoever to do so), and to the extent permissible under applicable law and the Company’s Xxxxxxx Xxxxxxx Policy, allow Executive to satisfy her tax obligations arising in connection with the settlement of her vested PC1 RSUs through the sale by her in the open market of a number of shares of Company Common Stock underlying the vested and settled PC1 RSUs up to the maximum amount that would be sufficient to pay the amount of those tax obligations. Notwithstanding the foregoing, if at the time of a PC1 Settlement Date, the Company has not previously forfeitedcompleted the Going Public Transaction, Company agrees that in lieu of Company Common Stock that would be issued upon the settlement of any PC1 RSUs that would vest on such PC1 Settlement Date, LiveOne shall issue Executive such number of shares of LVO Common Stock for each vested PC1 RSU (the “Exchange”) as would equal to a ratio of 125,000 divided by 125,000, and executive shall vesthave the right to satisfy his tax obligations in connection with such settlement through the sale of LVO Common Stock in accordance with the terms of Section 3(c)(ii), and Company agrees to cause LiveOne to comply with the foregoing requirements. For the avoidance of doubt, after any settlement of any vested PC1 RSUs, the remaining unvested PC1 RSUs shall be settled in Company Common Stock, subject to the terms of this Agreement, including the foregoing sentence and the Exchange, if applicable. “PC1 Change of Control” shall have the meaning of “Change of Control” provided in the 2022 PC1 EIP, except that (i) for purposes of determining whether a PC1 Change of Control has occurred under this Agreement, (x) the acquisition of additional shares of PC1 Common Stock or LVO Common stock (as defined below) and/or convertible or voting securities of the Company and the Board have reviewed and understands and accepts your academic and work experienceor LiveOne, as applicable, by Xxxxxx Xxxxx, LiveOne and/or their Affiliates (as defined below) resulting in LiveOne, Xx. Xxxxx and/or their respective Affiliates having Beneficial Ownership (as such term is defined in the same has been provided to Exchange Act) of more (or less) than 50% of the total voting power of the stock of the Company or LiveOne will not be considered a PC1 Change of Control, and (y) the disposition, transfer, conveyance or sale of shares of PC1 Common Stock and/or convertible or voting securities of the Company by youXxxxxx Xxxxx, LiveOne and/or their Affiliates will not be considered a PC1 Change of Control (other than as a result of any Additional PC1 Change of Control (as defined below)), (ii) for purposes of the PC1 RSUs (and any other amounts payable on a PC1 Change of Control that constitute “nonqualified deferred compensation” within the meaning of Section 409A), a PC1 Change of Control shall only be deemed to occur if such transaction also constitutes a “change of control event” within the meaning of Section 409A; and (iii) notwithstanding clause (i), a consummation of a transaction described on Exhibit C attached hereto will not be considered a PC1 Change of Control. Accordingly“Additional PC1 Change of Control” means the occurrence after the date of this Agreement of any of the following transactions or events with respect to the Company, and assuming whether effected through one transaction or event or through a combination or series of related, arranged, contemplated, or contemporaneous transactions or events: (A) a sale, exchange, acquisition or other transfer resulting in an acquisition by an individual or legal entity or “group” (as described in Rule 13d-5(b)(1) promulgated under the accuracy Exchange Act of your academic and work experience, the definition of “Cause”1934, as applicable amended) (other than LiveOne or its Affiliates) of effective control (whether through legal or beneficial ownership of capital stock of the Company, by contract or otherwise) of in excess of 50% of the voting securities of the Company, (B) (i) the Company merges into or consolidates with any other person (other than LiveOne or its Affiliates) or any person merges (other than LiveOne or its Affiliates) into or consolidates with the Company, after giving effect to such transaction, and/or (ii) the Company enters into other transaction or relationship which results in, in either case the stockholders of the Company (other than LiveOne or its Affiliates) immediately prior to such transaction owning less than 50% of the aggregate voting power of the Company or the successor entity of such transaction, (c) the issuance of securities of the Company to an individual or legal entity or “group” (other than to LiveOne or its Affiliates), which issuance represents in excess of 50% of the voting securities of the Company after giving effect to such issuance, (d) the Company sells, transfers, licenses, leases or otherwise disposes or conveys (including any termination sale and leaseback transaction or by way of your employment a merger) of all or substantially all of its assets to another person (other than to LiveOne or its Affiliates), or (f) any other transaction, event, arrangement, or relationship having a similar effect on control of the Company as delineated in this definition. “Going Public Transaction” means the earlier of (i) the date on which the Company consummated its direct listing of Company Common Stock on a national stock exchange and (ii) the date of completion of any other transaction by the Company (whether under as a result of which the PlanCompany Common Stock is listed on a national stock exchange. By signing this Agreement, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, Executive acknowledges that the Company’s Xxxxxxx Xxxxxxx Policy is, or if adopted after the Boarddate hereof shall be, substantially the same as LiveOne’s assertion or belief that you lack requisite experience for your position. In addition Xxxxxxx Xxxxxxx Policy and further acknowledges receipt and agrees to the foregoing equity grant, you shall be eligible for additional grants terms of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faithXxxxxxx Xxxxxxx Policy.

Equity Grant. Subject to approval by the Board and your execution of the Company’s standard form Directors of Restricted Stock Agreement for executives AppHarvest, Inc. (the “Restricted Stock AgreementAppHarvest Board”), you will the Consultant Key Person may be eligible to receive shares of the Companyparticipate in AppHarvest, Inc.’s common stock under the Company’s 2017 Stock Option and Grant 2021 Equity Incentive Plan (the “Plan”) equaling 15% of AppHarvest, Inc., as altered or amended by the Company’s outstanding AppHarvest Board from time to time in its sole discretion. Subject to approval by the AppHarvest Board, AppHarvest, Inc. anticipates granting Consultant Key Person 400,000 restricted stock units (RSUs) of AppHarvest, Inc. common stock on a fully-diluted basis as of (the grant date and after giving effect to the grant“Equity Award”). If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed The Equity Award will be governed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (terms and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as conditions set forth in Restricted Stock Agreementthe Plan and the applicable grant agreement between AppHarvest, which shall provide that, subject to Section 6, the granted shares shall vest as follows: Inc. and Consultant Key Person. Twenty-five percent (i25%) 25% of the granted shares Equity Award will vest on the threeone-month year anniversary of the Commencement Date and vesting commencement date (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year periodor if there is no corresponding day, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31the month), commencing on September 30, 2018; provided, that upon a Sale Event subject to Consultant Key Person’s Continuous Service (as defined in the Plan) all your then-unvested shares (pursuant to the extent not previously forfeited) provision of Services under this Agreement, through such date. The remainder of the Equity Award will vest in three equal installments on the three subsequent one-year anniversaries of the vesting commencement date (or if there is no corresponding day, on the last day of the month), subject to Consultant Key Person’s Continuous Service pursuant to the provision of Services under this Agreement, through each such date. The Equity Award shall vestcease to vest on the date that notice of termination is given by either party to the other. For the avoidance of doubtclarity, the Company Equity Award shall not vest in any period during which Consultant is entitled to payment in lieu of notice pursuant to this Agreement, except as may be agreed by Client in writing. Consultant will be reimbursed for (a) reasonable travel costs (including transportation, hotel and meal expenses at cost) pre-approved in writing by Client and incurred directly in connection with Services rendered at Client's facilities, and (b) such other third-party expenses (at cost) as approved in writing in advance by Client. Consultant will invoice Client bi-monthly for Services, applicable GST and other sales taxes in respect of the Board have reviewed Services, and understands and accepts your academic and work experience, as the same has been provided expenses related to providing Services to the Company by you. AccordinglyClient, and assuming will provide such receipts or other documentation of expenses as Client may reasonably request, including copies of time records. Client will be invoiced on the accuracy first day of your academic each calendar month for Services rendered and work experienceexpenses incurred during the previous month and payment on undisputed fees will be due in full in cash within 15 days following Client's receipt of such invoice. EXHIBIT B FORM OF CONFIDENTIALITY AND WORK PRODUCT AGREEMENT The undersigned (“Individual”) is the owner, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not includea director, and shall not be triggered byan employee of 1343259 B.C. Ltd. (“Company”), the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition and Company has offered to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock engage (or securities convertible into common stockcontinue the engagement of) the services of Individual on terms, including as to compensation, that are satisfactory to both; and In connection with such relationship, Company wishes to have Individual provide certain services for the benefit of a client of Company, AppHarvest Canada, Inc. (“Client”), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith.;