Common use of Equity Grant Clause in Contracts

Equity Grant. On the Effective Date, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”)).

Equity Grant. On Subject to approval by the Effective DateBoard and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), QL Holdings shall grant you will be eligible to receive shares of the Executive such number Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of Class B Units of QL Holdings equal to two percent (2%) (the Company’s outstanding common stock on a fully-diluted basis) of the Class A Units and Class B Units basis as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, grant date and after giving effect to the Transactiongrant. 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 “Additional Equity Grant”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. The Additional Equity Grant All shares of Company common stock granted to you shall be subject to the terms of the QL Holdings LLC Agreement repurchase and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grantforfeiture as set forth in Restricted Stock Agreement, which award agreements shall have terms and conditions that are substantially similar provide that, subject to Section 6, the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms granted shares shall apply: vest as follows: (i) to 25% of the extent more favorable to granted shares will vest on the Executive, three-month anniversary of the terms Commencement Date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) thereafter, the Additional Equity Grant shall remaining unvested shares will vest in full upon equal quarterly installments over a Company Salethree-year period, subject to on the last day of each calendar quarter (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowi.e., March 31, June 30, September 30 and December 31), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Salecommencing on September 30, 2018; provided, that if upon a Company Sale is consummated within twelve Event (12as defined in the Plan) months following such termination all your then-unvested shares (to the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is extent not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditpreviously forfeited) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for vest. For the avoidance of doubt, the Annual Compounding (Company and the Board have reviewed and understands and accepts your academic and work experience, as defined below) shall continue to apply the same has been provided to the extent Company by you. Accordingly, and assuming the Additional Equity Grant remains outstanding during accuracy of your academic and work experience, the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold definition of “Cause”, as applicable to any Class B Units granted from termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and after shall not be triggered by, the Effective Date pursuant Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the QL Holdings LLC Agreement (i.e.foregoing equity grant, the then-current Fair Market Value 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), plus an annually compounding 8% return threshold (at a per-share price equal to then current fair market value, as reasonably determined by the “Annual Compounding”)).Board in good faith. ​

Equity Grant. On Subject to approval by the Effective DateBoard and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), QL Holdings shall grant you will be eligible to receive shares of the Executive such number Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of Class B Units of QL Holdings equal to two percent (2%) (the Company’s outstanding common stock on a fully-diluted basis) of the Class A Units and Class B Units basis as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, grant date and after giving effect to the Transactiongrant. 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 “Additional Equity Grant”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. The Additional Equity Grant All shares of Company common stock granted to you shall be subject to the terms of the QL Holdings LLC Agreement repurchase and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grantforfeiture as set forth in Restricted Stock Agreement, which award agreements shall have terms and conditions that are substantially similar provide that, subject to Section 6, the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms granted shares shall apply: vest as follows: (i) to 25% of the extent more favorable to granted shares will vest on the Executive, three-month anniversary of the terms Commencement Date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) thereafter, the Additional Equity Grant shall remaining unvested shares will vest in full upon equal quarterly installments over a Company Salethree-year period, subject to on the last day of each calendar quarter (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowi.e., March 31, June 30, September 30 and December 31), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Salecommencing on September 30, 2018; provided, that if upon a Company Sale is consummated within twelve Event (12as defined in the Plan) months following such termination all your then-unvested shares (to the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is extent not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditpreviously forfeited) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for vest. For the avoidance of doubt, the Annual Compounding (Company and the Board have reviewed and understands and accepts your academic and work experience, as defined below) shall continue to apply the same has been provided to the extent Company by you. Accordingly, and assuming the Additional Equity Grant remains outstanding during accuracy of your academic and work experience, the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold definition of “Cause”, as applicable to any Class B Units granted from termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and after shall not be triggered by, the Effective Date pursuant Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the QL Holdings LLC Agreement (i.e.foregoing equity grant, the then-current Fair Market Value 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), plus an annually compounding 8% return threshold (at a per-share price equal to then current fair market value, as reasonably determined by the “Annual Compounding”))Board in good faith.

Equity Grant. On (i) Subject to approval by the Board, the Company shall grant to Executive, as soon as practicable following the Effective Date, QL Holdings shall but no later than thirty (30) days following the date of this Agreement, an initial equity grant (the Executive such number of Class B Units of QL Holdings equal to two percent “PC1 Equity Grant”) consisting of: one hundred and fifty thousand (2%150,000) (on a fully-diluted basis) restricted stock units of the Class A Units 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 Class B Units will be evidenced by the Company’s standard form of Award Agreement (as defined in the 2022 PC1 EIP) between Executive and the Company (the “PC1 Award Agreement”). Subject to Section 6, the PC1 RSUs shall vest as follows: 25% of the PC1 RSUs shall vest on the six (6) month anniversary of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “CausePC1 Initial Vesting Date” and “Good Reason”); (ii) thereafter, 25% of the Additional Equity Grant PC1 RSUs shall vest on each subsequent six (6) month anniversary of the PC1 Initial Vesting Date (each a “PC1 Subsequent Vesting Date” and together with the PC1 Initial Vesting Date, the “PC1 Vesting Dates”), such that all of the PC1 RSUs shall fully vest on the two (2) year anniversary of the Effective Date, provided that the Executive is continuously employed by and is in full upon a good standing with the Company Saleand this Agreement is in effect, subject to in each case through each applicable PC1 Vesting Date (unless except as otherwise provided in clause (iii) below) Section 6). Notwithstanding the Executive’s continued employment foregoing or anything herein to the contrary, if Executive remains employed through the consummation date of such Company Sale; (iii) subject to the Release a PC1 Change of Control (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year 50% of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant then-unvested PC1 RSUs shall vest in full upon the consummation effective immediately prior to such PC1 Change of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) Control. Each respective vested PC1 RSU shall be immediately forfeited at settled by delivery to Executive of one share of the end of such twelve (12) month period Company’s common stock, $0.00001 par value per share (the additional vesting credit under this clause “Company Common Stock”), per vested PC1 RSU promptly after the applicable PC1 Settlement Date. “PC1 Settlement Date” shall mean the first to occur of: (i) the date of a PC1 Change of Control, (ii) the date of Executive’s death, (iii), ) the “Additional Vesting Credit”); provided, further, that, for the avoidance date of doubt, the Annual Compounding Executive’s Disability (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and and (iv) the Participation Threshold expiration or the effective date of termination of this Agreement. Upon and after each applicable PC1 Settlement Date, the Company may in its sole discretion (but shall have no obligations whatsoever to do so), and to the Class B Units issued pursuant extent permissible under applicable law and the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, allow Executive to satisfy her tax obligations arising in connection with the settlement of her 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. “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 or LiveOne, as applicable, by ▇▇▇▇▇▇ ▇▇▇▇▇, LiveOne and/or their Affiliates (as defined below) resulting in LiveOne, ▇▇. ▇▇▇▇▇ and/or their respective Affiliates having Beneficial Ownership (as such term is defined in the 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 ▇▇▇▇▇▇ ▇▇▇▇▇, LiveOne and/or their Affiliates will not be considered a PC1 Change of Control (other than as a result of any Additional Equity Grant PC1 Change of Control (as defined below)), and (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 Participation Threshold applicable to any Class B Units granted from and meaning of Section 409A. “Additional PC1 Change of Control” means the occurrence after the Effective Date pursuant date of this Agreement of any of the following transactions or events with respect to the QL Holdings LLC Agreement Company, whether effected through one transaction or event or through a combination or series of related, arranged, contemplated, or contemporaneous transactions or events: (i.e.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 then-current Fair Market Value Exchange Act of 1934, as amended) (other than LiveOne or its Affiliates) of effective control (whether through legal or beneficial ownership of capital stock of the Company, plus 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 annually compounding 8individual or legal entity or “group” (other than to LiveOne or its Affiliates), which issuance represents in excess of 50% return threshold of the voting securities of the Company after giving effect to such issuance, (d) the “Annual Compounding”Company sells, transfers, licenses, leases or otherwise disposes or conveys (including any sale and leaseback transaction or by way of 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. Notwithstanding anything to the contrary in this Agreement, consummation of a transaction described on Exhibit B attached hereto will not be considered a PC1 Change of Control, and a transaction shall not constitute a PC1 Change of Control if its purpose is to (A) change the jurisdiction of the Company’s incorporation, (B) create a holding company that will be owned in substantially the same proportions by the persons who hold the Company’s securities immediately before such transaction, or (C) obtain funding for the Company in a financing that is approved by the Board. By signing this Agreement, Executive acknowledges that the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy is, or if adopted after the date hereof shall be, substantially the same as LiveOne’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and further acknowledges receipt and agrees to the terms of such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy.

Equity Grant. On the Effective Date, QL Holdings The Company shall grant the Executive 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 number of Class B Units of QL Holdings equal grant date), 325,000 restricted stock units (“Restricted Stock Units”) that are to two percent (2%) (on a fully-diluted basis) be settled in common stock of the Class A Units and Class B Units as of the Effective Date Company (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity GrantCommon Stock”). Such Restricted Stock Units will vest over a three-year period 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 Additional Equity Grant Restricted Stock Units shall be governed by and subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the between Executive and QL Holdings 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 the such grant of the Additional Equity Grantdate), awards covering 110,500 performance shares, which award agreements awards shall have terms vest and conditions that are substantially similar become payable in part based on the attainment of targets relating to the Company’s standard award agreement form used for restricted unit awards, provided, that absolute share price and in part based on the following terms shall apply: (i) attainment of targets relating to the extent more favorable Company’s total shareholder return, as determined by the Board pursuant to the Executiveagreements that govern those awards (together, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good ReasonPerformance Shares”); (ii) the Additional Equity Grant . The Performance Shares shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) be governed by and subject to the Release (as defined below), the Additional Equity Grant shall vest with respect award agreements to one additional calendar year of service credit upon (be entered into between Executive and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (substantially in the “Annual Compounding”))forms of Exhibits B and C hereto. The Company shall file a registration statement on Form S-8 covering the Restricted Stock Units and the Performance Shares no later than December 31, 2008. Executive shall be eligible to be granted additional equity compensation awards as determined by the Board in its 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. On In consideration for the Effective DateEmployee's services hereunder and the covenants set forth in Section 7, QL Holdings the Company shall, or the Parent shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) behalf of the Class A Units and Class B Units as Company, deliver to the Employee an aggregate of 49,341 shares of Parent common stock (the "Stock Grant"), subject to the terms of this Section 3(c). On each of the first three (3) anniversaries of the Effective Date (calculatedeach, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity a "Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowDate"), the Additional Equity Grant Company shall, or the Parent shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination on behalf of the Executive’s employment without “Cause” or for “Good Reason” at any time prior Company, deliver to a Company Salethe Employee 16,447 shares of Parent common stock, representing one third (1/3) of the Stock Grant, if the Employee is employed hereunder as of such Grant Date; provided, however, that in the event that the Employee's employment hereunder is terminated because of his death or Disability, that portion of the Stock Grant not already delivered to the Employee shall be immediately delivered to the Employee (or his estate or beneficiaries, if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”applicable), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; and provided, further, that if a the Employee's employment hereunder is terminated by the Employee for Good Reason (as defined in Section 4(b)(iv)) or by the Company Sale without Cause (as defined in Section 4(b)(vii)), the portions of the Stock Grant not already delivered shall be delivered on the scheduled Grant Dates so long as the Employee is not consummated within in violation of Section 7(b) (as determined, if applicable, by arbitration under Section 9(i)) and the Tail PeriodEmployee provides consulting services to the Company during the remainder of the scheduled Employment Term, then as may be reasonably requested by the Parent Executive Committee from time to time, for which services the Company shall reimburse the Employee for his reasonable expenses incurred in the performance thereof. In the event that the Employee's employment hereunder is terminated by the Employee without Good Reason (as defined in Section 4(b)(iv)), or by the Company for Cause (as defined in Section 4(b)(vii)) or the Employee violates Section 7(b) (as determined, if applicable, by arbitration under Section 9(i)), the Employee shall forfeit all rights to receive any remaining unvested portion (after applying of the one-year additional vesting creditStock Grant for which the Grant Date had not occurred as of the Date of Termination. The number and kind of shares to be granted under this Section 3(c) shall be immediately forfeited at the end equitably adjusted to reflect changes in Parent's capitalization, such as a stock split or extraordinary dividend, or corporate transactions, such as a merger, spin-off, recapitalization or consolidation. With respect to each share of such twelve (12) month period (the additional vesting credit Parent common stock to be granted under this clause Section 3(c) that has not been forfeited and with respect to which the Employee (iii)or his estate or beneficiaries, if applicable) has not yet become a shareholder, the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) Company shall continue to apply pay to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable Employee an amount in cash equal to the Class B Units issued pursuant to regular quarterly cash dividend, if any, paid by the Additional Equity Grant Parent on its common stock. Such payment shall be made within ten (10) days following the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))dividend payment date.

Equity Grant. On (i) IPO Prior to July 1, 2013. Effective as of the Effective Date, QL Holdings shall grant effective date of the Executive such number of Class B Units of QL Holdings equal first registration statement that is filed by the Company and declared effective pursuant to two percent (2%) (on a fully-diluted basisSection 12(g) of the Class A Units Securities Exchange Act of 1934, as amended, with respect to any class of the Company’s securities (the “Registration Date”), and Class B Units provided that the Registration Date occurs prior to July 1, 2013, the Company shall grant Executive an award of restricted stock units (the “RSUs”) under the Company’s 2012 Equity Incentive Plan (the “Stock Plan”) with respect to 120,000 shares of the Company’s common stock. The RSUs shall have the following vesting schedule: (1) fifty percent (50%) of the RSUs shall vest at on the second (2nd) anniversary of the grant date, and (2) the remaining RSUs shall vest as to 1/8th of the RSUs subject thereto each three-month period thereafter on the same day of the month as the date of grant (and if there is no corresponding day, the last day of the month) such that the RSUs shall be vested as to all shares subject thereto on the fourth (4th) anniversary of the grant date, subject to Executive continuing to provide services to the Company through each relevant vesting date. The RSUs shall be settled in shares of the Company’s common stock and will be subject to (x) the terms, definitions and provisions of the Stock Plan and the restricted stock unit agreement between Executive and the Company (the “RSU Agreement”), both of which documents are incorporated herein by reference and (y) Executive’s compliance with the non-compete and non-solicit obligations set forth in Section 11 hereof. (ii) No IPO by July 1, 2013. Notwithstanding the foregoing, if the Registration Date does not occur prior to July 1, 2013, the RSUs will not be granted and the Company will consider granting to Executive an option to purchase shares of the Company’s common stock at an exercise price equal to the Fair Market Value on the date of grant (an “Option”) having a substantially similar value, as of the Effective Date (calculateddate of grant, for as determined by the Board in its sole discretion, as the RSUs would of otherwise had. For this purpose, as if the entire pool Board may use a Black-Scholes valuation model or any other reasonably methodology in its sole discretion for purposes of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”)determining comparable value. The Additional Equity Grant shall Option would be subject to the terms and conditions of the QL Holdings LLC Agreement Company’s Stock Plan and an award agreement to be entered into by the Executive form of stock option agreement, and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall would have vesting terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) what would have applied to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions award of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))RSUs.

Equity Grant. On the Effective Date, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) Subject to approval by the extent more favorable to Board, and the Executive, Company completing the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release Going Public Transaction (as defined below), the Additional 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 Award Agreement (as defined in the 2022 PC1 EIP) between Executive and the Company (the “PC1 Award Agreement”). Subject to Section 6, the PC1 RSUs shall vest with respect to one additional calendar year of service credit upon as follows: (and effective as ofi) a termination 50% of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within RSUs shall vest twelve (12) months following such termination from the Effective Date (the “Tail PeriodInitial Vesting Date”), then and (ii) the Additional Equity Grant 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 “Vesting Dates”), provided that for each PC1 RSUs vesting tranche, 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 PC1 Change of Control (as defined below), 50% of Executive’s then-unvested PC1 RSUs shall vest in full upon the consummation effective immediately prior to such PC1 Change of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) Control. Each respective vested PC1 RSU shall be immediately forfeited at settled by delivery to Executive of one share of the end of such twelve (12) month period Company’s common stock, $0.00001 par value per share (the additional vesting credit under this clause “Company Common Stock”), per vested PC1 RSU promptly after the applicable Vesting Date (iii)each such applicable date, the “Additional Vesting CreditPC1 Settlement Date”); provided. Upon and after each PC1 Settlement Date, furtherthe Company may in its sole discretion (but shall have no obligations whatsoever to do so), thatand to the extent permissible under applicable law and the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 completed 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 have 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 Annual Compounding 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 or LiveOne, as applicable, by ▇▇▇▇▇▇ ▇▇▇▇▇, LiveOne and/or their Affiliates (as defined below) resulting in LiveOne, ▇▇. ▇▇▇▇▇ and/or their respective Affiliates having Beneficial Ownership (as such term is defined in the 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 ▇▇▇▇▇▇ ▇▇▇▇▇, 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 continue only be deemed to apply 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. “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 extent Company, 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 Additional Equity Grant remains outstanding during the twelve Exchange Act of 1934, as amended) (12other than LiveOne or its Affiliates) month period following such termination; and of effective control (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value whether through legal or beneficial ownership of capital stock of the Company, plus 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 annually compounding 8individual or legal entity or “group” (other than to LiveOne or its Affiliates), which issuance represents in excess of 50% return threshold 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 sale and leaseback transaction or by way of 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. “Annual Compounding”))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 as a result of which the Company Common Stock is listed on a national stock exchange. By signing this Agreement, Executive acknowledges that the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy is, or if adopted after the date hereof shall be, substantially the same as LiveOne’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and further acknowledges receipt and agrees to the terms of such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy.

Equity Grant. On the Effective Datepricing date of the IPO (the “Date of Grant”), QL Holdings the Company shall grant the Executive an option, pursuant to a separate award agreement and subject to the terms and conditions of the Company’s equity plan then-in effect, to purchase such number of Class B Units shares of QL Holdings the Company’s common stock equal to two one percent (21%) (on a fully-diluted basis) of the Class A Units shares of common stock issued and Class B Units as outstanding on the Date of Grant (taking into account the Effective Date (calculated, for this purpose, as if number of shares that will be sold in the entire pool of authorized Class B Units under Section 3.03 of IPO and issued in connection with the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the TransactionIPO) (the “Additional Equity Option Grant”)) at an exercise price equal to the public offering price in the IPO, which shall be the fair market value of the common stock on the date of grant. The Additional Equity Grant shall Option Grant, as defined below, will be subject to the terms under section 102 of the QL Holdings LLC Agreement Israeli Income Tax Ordinance [NEW VERSION] 5721-1961 (capital gain tax route), and for this purpose the Companies shall adopt an award agreement equity plan/an appendix to an existing equity plan for Israeli grantees, to be entered into by filed with the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Israeli Tax Authorities. The Option Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination three equal installments on each of the Executive’s employment first, second, and third anniversary of the date of grant; provided that the Executive is employed by the Companies on the applicable vesting date. Notwithstanding the foregoing, if the Companies (or the successor in interest thereto) terminate the Executive without “Causecause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to within the extent the Additional Equity Grant remains outstanding during the twelve three (123) month period following after a “change in control” (as such terminationterm is defined by the Company’s equity plan pursuant to which the Option Grant was granted), then the Option Grant shall become 100% vested and exercisable on date of the Executive’s termination of employment. For purposes of the Option Grant, “cause” shall mean (i) the Executive’s commission of a dishonest or fraudulent act in connection with his employment with the Companies, or misappropriation of the property of the Companies; and (ii) the Executive’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) the Executive’s inattention to duties, unsatisfactory performance, or failure to perform the Executive’s duties hereunder; (iv) a substantial failure of the Participation Threshold applicable Executive to comply with the Companies’ policies; (v) a material and willful breach of the Executive’s fiduciary duties in any material respect; (vi) the Executive’s failure to comply in any material respect with any legal written directive of the Board; or (vii) any act or omission of the Executive which is of substantial detriment to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value Companies because of the CompanyExecutive’s intentional failure to comply with any statute, plus an annually compounding 8% return threshold (the “Annual Compounding”))rule or regulation.

Equity Grant. On Employee has been granted Sixty Thousand (60,000) Restricted Share Units, as such term is defined in the Effective Date▇▇▇▇▇▇▇ Leisure Limited 2009 Incentive Plan (the "Plan"), QL Holdings pursuant to the Plan and a Restricted Share Unit award agreement in the form generally used for awards of Restricted Share Units to executive officers and other employees of the Company, and which shall grant vest cumulatively at the Executive such number rate of Class B Units of QL Holdings equal to two twenty five percent (225%) (thereof on a fully-diluted basis) each of the Class A Units and Class B Units as first four anniversaries of the Effective Date (calculateddate of grant. In addition to the above-referenced Restricted Share Units, for this purposeEmployee may, as if in the entire pool of authorized Class B Units under Section 3.03 sole discretion of the QL Holdings LLC Agreement has been fully allocatedCommittee, and after giving effect be granted equity awards (the "Equity Awards") pursuant to the TransactionPlan (including annually as part of the Company's annual grant of options, shares or other equity awards to officers and employees) (on such terms and conditions as the “Additional Committee shall determine in its sole and absolute discretion. Some or all of the Equity Grant”). The Additional Equity Grant shall Awards may be subject to certain vesting schedules, based on the terms attainment, over a specified period, of Company performance goals (the "Performance Goals") which are determined by the Committee and are to be reflected in the award agreements related to such Equity Awards (the "Performance Awards"). In all cases, any unvested portion of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Restricted Share Units or Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) Awards shall be immediately forfeited at in the end event Employee is terminated pursuant to Section 5(c) hereof; and provided further, that: (a) any unvested portion of such twelve the Restricted Share Units or Equity Awards shall vest immediately in the event of: (12i) month period Employee's termination pursuant to Sections 5(a),(b),(d) or (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”e); provided, furtherhowever, that, for that in the avoidance event that the vesting of doubt, the Annual Compounding (as defined below) shall continue Performance Awards due to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued Employee's termination pursuant to Section 5(d) or (e) would render such Performance Awards "applicable employee remuneration" for purposes of Section 162(m) of the Additional Equity Grant Code, such Performance Awards shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date vest, following Employee's termination pursuant to Section 5(d) or (e), only upon the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value attainment of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))applicable Performance Goals.

Equity Grant. On the Effective Date, QL Holdings Employee shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units granted as of the Effective Date date hereof Fifteen Thousand (calculated, for this purpose15,000) Restricted Share Units, as if such term is defined in the entire pool Plan, pursuant to the Plan and a Restricted Share Unit award agreement in the form generally used for awards of authorized Class B Restricted Share Units under Section 3.03 to executive officers and other employees of the QL Holdings LLC Agreement has been fully allocatedCompany and the Affiliates, and after giving effect which shall vest cumulatively at the rate of one-third thereof on each of the first three anniversaries of the date of grant. In addition to the Transaction) above-referenced Restricted Share Units, Employee may, in the sole discretion of the Committee, be granted equity awards (the “Additional "Equity Grant”)Awards") pursuant to the Plan (including annually as part of SLL's annual grant of options, shares or other equity awards to officers and employees) on such terms and conditions as the Committee shall determine in its sole and absolute discretion. The Additional Some or all of the Equity Grant shall Awards may be subject to certain vesting schedules, based on the terms attainment, over a specified period, of performance goals of the QL Holdings LLC Agreement Company and/or one or more Affiliates (the "Performance Goals") which are determined by the Committee and an award agreement are to be entered into by reflected in the Executive and QL Holdings prior award agreements related to such Equity Awards (the grant "Performance Awards"). In all cases, any unvested portion of the Additional Restricted Share Units or Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) Awards shall be immediately forfeited at in the end event Employee is terminated pursuant to Section 5(c) hereof; and provided further, that: (a) any unvested portion of such twelve the Restricted Share Units or Equity Awards shall vest immediately in the event of: (12i) month period Employee's termination pursuant to Sections 5(a),(b),(d) or (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”e); provided, furtherhowever, that, that in the event of Employee's termination without Cause or for the avoidance of doubtGood Reason, the Annual Compounding Performance Awards shall vest, percentage wise, the extent they would have been vested had the Employee remained employed until the applicable Performance Goals are met (as defined below) shall continue to apply irrespective of whether or not that is the case), multiplied by the percentage of days during the Year prior to the extent the Additional Equity Grant remains outstanding date of termination during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of which he was employed by the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”)).

Equity Grant. On Subject to approval by the Board, the Company shall promptly cause LXL Media to grant to Executive, as soon as practicable following the Effective Date, QL Holdings shall but no later than the first anniversary of the Effective Date, an initial equity grant (the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis“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 Class A Units “2016 EIP”), will be evidenced by LXL Media’s standard form of Award Agreement (as defined in the 2016 EIP) between LXL Media and Class B Units Executive (the “Award Agreement”). Subject to Article 8, the RSUs shall vest as follows: (i) 50% of the RSUs shall vest twelve (12) months from the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated“Initial Vesting Date”), and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) 12.5% of the Additional Equity Grant RSUs shall vest in full upon 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 “Vesting Dates”), provided that for each RSUs vesting tranche, Executive is continuously employed by the Company Sale, subject to under this Agreement through each applicable Vesting Date (unless except as otherwise provided in clause (iii) below) Section 6). Notwithstanding the Executive’s continued employment foregoing or anything herein to the contrary, if Executive remains employed through the consummation date of such Company Sale; (iii) subject to the Release a Change of Control (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year 50% of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant then-unvested RSUs shall vest in full upon the consummation effective immediately prior to such Change of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) Control. Each vested RSU shall be immediately forfeited at the end settled by delivery to Executive of such twelve (12) month period one share of common stock, $0.001 par value per share (the additional “Common Stock”), of LXL Media per vested RSU promptly after the applicable vesting credit under this clause date (iii)each such applicable date, the “Additional Vesting CreditSettlement Date”); provided. Upon and after each settlement date, furtherLXL Media may in its sole discretion (but shall have no obligations whatsoever to do so), thatand to the extent permissible under applicable law and LXL Media’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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) for the avoidance purposes of doubtdetermining whether a Change of Control has occurred under this Agreement, the Annual Compounding acquisition of additional shares of Common Stock and/or convertible or voting securities by ▇▇▇▇▇▇ ▇▇▇▇▇ and/or his Affiliates (as defined below) shall continue to apply to resulting in him and/or his Affiliates having Beneficial Ownership (as such term is defined in the extent the Additional Equity Grant remains outstanding during the twelve Exchange Act) of more (12or subsequently less) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value than 50% of the Companytotal voting power of the stock of the Company will not be considered a Change of Control, plus an annually compounding 8% return threshold and (ii) for purposes of the RSUs (and any other amounts payable on a Change of Control that constitute “Annual Compounding”nonqualified deferred compensation” within the meaning of Section 409A))., a 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.

Equity Grant. On Subject to approval by the Effective Date, QL Holdings Board you shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) be granted 48,927,010 shares of the Class A Units Company’s common stock under the Company’s 2019 Stock Option and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) Grant Plan (the “Additional Equity GrantPlan”). The Additional Equity Grant All shares of Company common stock granted to you shall be subject to the terms of the QL Holdings LLC Agreement repurchase and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grantforfeiture as set forth in Restricted Stock Agreement, which award agreements shall have terms and conditions that are substantially similar provide that, subject to Section 6, the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms granted shares shall apply: vest as follows: (i) to 25% of the extent more favorable to granted shares will vest on the Executive, three-month anniversary of the terms Commencement Date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) thereafter, the Additional Equity Grant shall remaining unvested shares will vest in full upon equal quarterly installments over a Company Salethree-year period, subject to on the last day of each calendar quarter (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowi.e., March 31, June 30, September 30 and December 31), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Salecommencing on September 30, 2018; provided, that if upon a Company Sale is consummated within twelve Event (12as defined in the Plan) months following such termination all your then-unvested shares (to the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is extent not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditpreviously forfeited) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for vest. For the avoidance of doubt, the Annual Compounding (Company and the Board have reviewed and understands and accepts your academic and work experience, as defined below) shall continue to apply the same has been provided to the extent Company by you. Accordingly, and assuming the Additional Equity Grant remains outstanding during accuracy of your academic and work experience, the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold definition of “Cause”, as applicable to any Class B Units granted from termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and after shall not be triggered by, the Effective Date pursuant Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the QL Holdings LLC Agreement (i.e.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 then-current Fair Market Value Company’s board of directors. Please confirm your agreement with all of the Companyforegoing by signing and returning a copy of this letter to the company. By: /s/ ▇▇▇▇ Unis Name: ▇▇▇▇ Unis Title: Founder, plus an annually compounding 8% return threshold (the “Annual Compounding”)).CMO & Board Member Date: 4/30/2019 Accepted and Agreed: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: 4/29/2019

Equity Grant. On Upon execution and delivery of the Effective DateSecond Amendment to this Agreement, QL Holdings the Employee shall be granted 300,000 shares of restricted stock under the Company’s 2008 Equity Incentive Plan, such grant to provide for: (i) vesting 50,000 of the Executive shares on each of April 1, 2010, April 1, 2011 and April 1, 2012, provided in each case that the Employee’s continuous service with the Company has not terminated prior to such number vesting date; (ii) vesting 50,000 of Class B Units the shares on each of QL Holdings equal April 1, 2010, April 1, 2011 and April 1, 2012, provided in each case that the Employee’s continuous service with the Company has not terminated prior to two percent such vesting date and the Company has met its net income goal established by the Board during the first quarter of the fiscal year ending immediately preceding such vesting date and as confirmed by the Compensation Committee after the audited financial results for such fiscal year have been prepared by the Company; (2%iii) with respect to shares granted pursuant to Section 4(b)(i) above, accelerated vesting of all unvested shares in the event of a termination of employment pursuant to Section 6(a)(iv), (v) or (vi) below; (iv) with respect to shares granted pursuant to Section 4(b)(ii) above, accelerated vesting of all unvested shares in the event of a termination of employment pursuant to Section 6(a)(vi) below but no accelerated vesting of any such shares in the event of a termination of employment pursuant to Section 6(a)(iv) or (v) below; (v) subjecting any cash or stock dividends or other distributions which may be paid with respect to any unvested shares underlying such grant to the same forfeiture restrictions and restrictions on a fully-diluted basistransferability as apply to the underlying shares and (vi) other terms consistent with the form of restricted stock grant approved by the Compensation Committee on May 6, 2008. C. Section 4(d) of the Class A Units and Class B Units Employment Agreement hereby is amended to replace the defined term “Disability Insurance Reimbursement Amount” with the defined term “Disability Insurance Reimbursement Payment” as it appears therein. D. Section 4(f) of the Effective Date (calculated, for this purpose, Employment Agreement hereby is amended in its entirety to read as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall applyfollows: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”)).

Equity Grant. On the Effective Datedate hereof, QL Holdings the Company shall grant the Executive Employee an award of such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) shares of the Class A Units and Class B Units as of the Effective Date (calculatedCompany’s common stock, for this purposeno par value per share, which shall have a fair market value, as if the entire pool hereinafter defined, of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transactionone hundred forty four thousand ($144,000) dollars (the “Additional Equity GrantRestricted Stock”). The Additional Equity Grant Restricted Stock shall be subject to forfeiture in the terms 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 QL Holdings LLC Agreement 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 an award agreement retain any cash dividends paid on the Restricted Stock, and Employee shall have the right to be entered into by vote the Executive and QL Holdings prior to the grant Restricted Shares at any shareholders meeting of the Additional Equity GrantCompany. For purposes of this Agreement, which award agreements the Restricted Period shall have terms be a period of time commencing on the date hereof and conditions that are substantially similar ending with regard to twenty percent (20%) of the Company’s standard award agreement form used for restricted unit awardsRestricted 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 following terms shall apply: (i) to event of a Change in Control of the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below), the Additional Equity Grant Employee’s death or his disability, the Restricted Period shall vest end with respect regard to one additional calendar year of service credit upon (and effective as of) a termination all of the ExecutiveRestricted Stock. For purposes of this Agreement, “fair market value” shall be the average closing price of the Company’s employment without “Cause” 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 “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve shorter periods aggregating six (126) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then during any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”))period.

Equity Grant. On the Effective DateAdditionally, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) will be granted shares of the Class A Units and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect Company’s common stock pursuant to the TransactionCompany’s 2010 Stock Incentive Plan (“SIP”) (the “Additional Equity GrantPerformance Shares”) with aggregate value of $1,100,000.00, representing eleven percent (11%) (“Executive’s Applicable Percentage”) of the total value of Performance Shares granted to Executive and certain other senior executive employees of Arrowhead (the “Senior Executives”) on such date, based upon the per-share price of the Company’s common stock at market close on the last trading day before the Closing Date (the “Closing Stock Price”). The Additional Equity Grant shall be , subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have following terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall applyconditions: (i) It shall be a condition to the extent more favorable awarding and vesting of the Performance Shares that the sum of EBITDA, as described in Exhibit A to this Agreement, recorded for Arrowhead for the Executivethree (3)-year period beginning February 1, 2012, and ending January 31, 2015 (the “EBITDA Performance Period”) (such sum, the terms and definitions in this Agreement “EBITDA Total”) shall govern and apply to equal or exceed $158,000,000.00 (the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good ReasonEBITDA Condition”);. (ii) Until the Additional Equity Grant EBITDA Condition is satisfied upon expiration of the EBITDA Performance Period, Executive shall vest in full upon a Company Sale, subject have no right to receive dividends associated with such shares and no right to vote such shares. If (unless otherwise provided in clause (iii) belowA) the Executive’s continued employment through EBITDA Condition is satisfied and (B) Executive continues to be employed with the consummation Company or an Affiliate as of the end of the EBITDA Performance Period, one hundred percent (100%) of the Performance Shares (the “Awarded Shares”) shall be awarded to the Executive at the end of the EBITDA Performance Period, and Executive shall have the right to receive dividends associated with such shares and shall have the right to vote such Awarded Shares, so long as Executive continues to be employed with Company Sale;or an Affiliate. (iii) subject If the EBITDA Condition is not satisfied, then all or a portion of Performance Shares shall be forfeited in accordance with the following formula: ($158,000,000.00 minus the EBITDA Total) divided by the Closing Stock Price, times Executive’s Applicable Percentage. By way of example, in the event that the EBITDA Total should equal $155,000,000.00, and the Closing Stock Price should equal $20, the formula would apply as follows: ($3,000,000.00) divided by 20, or $150,000.00, would be multiplied by eleven percent (11%), with the consequence that 16,500 of the 55,000 Performance Shares ($1,100,000 divided by 20 in this example) granted to the Release Executive would be forfeited. In the event that the EBITDA Total does not exceed $148,000,000.00, all of the Performance Shares granted to the Executive would be forfeited. Any remaining Performance Shares (the “Awarded Shares”) shall be awarded to Executive at the end of the EBITDA Performance Period so long as Executive continues to be employed with the Company or an Affiliate. (iv) Until and unless vested as provided in this Section 2(d)(iv) or 2(d)(vi), the Awarded Shares shall not be transferable. In the event that Executive’s employment is terminated by the Company for Cause (as defined below) or by the Executive without Good Reason (as defined below), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period immediately following the EBITDA Performance Period (the “Vesting Period”). Executive shall forfeit his right to any Awarded Shares. If during the Vesting Period, Executive’s employment is terminated by the Company without Cause, by Executive for Good Reason or by reason of death or Disability, then upon such termination; andtermination the Awarded Shares will become fully vested and nonforfeitable. In all other events, the Awarded Shares will be fully vested and nonforfeitable on the last day of the Vesting Period (the “Vesting Date”). (ivv) the Participation Threshold applicable The number of Performance Shares credited to the Class B Units issued pursuant Executive shall be subject to adjustment in accordance with Article VIII of the SIP (for example, in connection with the payment of a stock dividend by the Company). (vi) The Performance Shares not yet vested or forfeited shall become one hundred (100%) vested in the event that the Executive’s employment is terminated following a Transfer of Control, as defined in the SIP, while the Executive is employed by the Company or an Affiliate thereof. (vii) Any Performance Shares that are not awarded at the end of the EBITDA Performance Period, and any Awarded Shares that are not vested at the Vesting Date (collectively the “Unvested Performance Shares”) shall be forfeited and terminate. Unvested Performance Shares that are forfeited shall be immediately transferred to the Additional Equity Grant shall be pool of shares available for issuance under the Participation Threshold applicable to SIP without any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of payment by the Company, plus an annually compounding 8% return threshold and the Company shall have the full right to cancel any evidence of the Executive’s ownership of such forfeited shares. (viii) The Performance Shares shall be granted pursuant to, and subject to, all of the “Annual Compounding”))terms and conditions imposed upon such grants made under the SIP and the terms of the Performance-Based Stock Grant Agreement to be signed at Closing, a template of which shall be provided to Executive within five (5) business days following the execution of this Agreement.

Equity Grant. On Subject to approval by the Effective Date, QL Holdings Board you shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) be granted 48,927,010 shares of the Class A Units Company’s common stock under the Company’s 2019 Stock Option and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) Grant Plan (the “Additional Equity GrantPlan”). The Additional Equity Grant All shares of Company common stock granted to you shall be subject to the terms of the QL Holdings LLC Agreement repurchase and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grantforfeiture as set forth in Restricted Stock Agreement, which award agreements shall have terms and conditions that are substantially similar provide that, subject to Section 6, the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms granted shares shall apply: vest as follows: (i) to 25% of the extent more favorable to granted shares will vest on the Executive, three-month anniversary of the terms Commencement Date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) thereafter, the Additional Equity Grant shall remaining unvested shares will vest in full upon equal quarterly installments over a Company Salethree-year period, subject to on the last day of each calendar quarter (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowi.e., March 31, June 30, September 30 and December 31), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Salecommencing on September 30, 2018; provided, that if upon a Company Sale is consummated within twelve Event (12as defined in the Plan) months following such termination all your then-unvested shares (to the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is extent not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditpreviously forfeited) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for vest. For the avoidance of doubt, the Annual Compounding (Company and the Board have reviewed and understands and accepts your academic and work experience, as defined below) shall continue to apply the same has been provided to the extent Company by you. Accordingly, and assuming the Additional Equity Grant remains outstanding during accuracy of your academic and work experience, the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold definition of “Cause”, as applicable to any Class B Units granted from termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and after shall not be triggered by, the Effective Date pursuant Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the QL Holdings LLC Agreement (i.e.foregoing equity grant, the then-current Fair Market Value 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), plus an annually compounding 8% return threshold (at a per-share price equal to the “Annual Compoundingthen current fair market value, as reasonably determined by the Board in good faith.”)).

Equity Grant. On the Effective Date, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) Subject to approval by the extent more favorable to Board and the Executive, Company completing the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release Going Public Transaction (as defined below), the Additional 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 Award Agreement (as defined in the 2022 PC1 EIP) between Executive and the Company (the “PC1 Award Agreement”). Subject to Section 6, the PC1 RSUs shall vest with respect to one additional calendar year of service credit upon as follows: (and effective as ofi) a termination 50% of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Sale; provided, that if a Company Sale is consummated within RSUs shall vest twelve (12) months following such termination from the Effective Date (the “Tail PeriodInitial Vesting Date”), then and (ii) thereafter, 12.5% of the Additional Equity Grant RSUs shall vest every three (3) months from the Initial Vesting Date (each, a “Subsequent Vesting Date” and together with the Initial Vesting Date, each a “Vesting Date” and collectively, the “Vesting Dates”), such that all of the PC1 RSUs shall fully vest twenty-four (24) months from the Effective Date, provided that for each PC1 RSUs vesting tranche, 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 PC1 Change of Control (as defined below), 50% of Executive’s then-unvested PC1 RSUs shall vest in full upon the consummation effective immediately prior to such PC1 Change of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting credit) Control. Each respective vested PC1 RSU shall be immediately forfeited at settled by delivery to Executive of one share of the end of such twelve (12) month period Company’s common stock, $0.00001 par value per share (the additional vesting credit under this clause “Company Common Stock”), per vested PC1 RSU promptly after the applicable Vesting Date (iii)each such applicable date, the “Additional Vesting CreditPC1 Settlement Date”); provided. Upon and after each PC1 Settlement Date, furtherthe Company may in its sole discretion (but shall have no obligations whatsoever to do so), thatand, to the extent permissible under applicable law and the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ 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 completed 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 have 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 Annual Compounding 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 or LiveOne, as applicable, by ▇▇▇▇▇▇ ▇▇▇▇▇, LiveOne and/or their Affiliates (as defined below) resulting in LiveOne, ▇▇. ▇▇▇▇▇ and/or their respective Affiliates having Beneficial Ownership (as such term is defined in the 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 ▇▇▇▇▇▇ ▇▇▇▇▇, 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 continue only be deemed to apply 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. “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 extent Company, 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 Additional Equity Grant remains outstanding during the twelve Exchange Act of 1934, as amended) (12other than LiveOne or its Affiliates) month period following such termination; and of effective control (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value whether through legal or beneficial ownership of capital stock of the Company, plus 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 annually compounding 8individual or legal entity or “group” (other than to LiveOne or its Affiliates), which issuance represents in excess of 50% return threshold 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 sale and leaseback transaction or by way of 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. “Annual Compounding”))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 as a result of which the Company Common Stock is listed on a national stock exchange. By signing this Agreement, Executive acknowledges that the Company’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy is, or if adopted after the date hereof shall be, substantially the same as LiveOne’s ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy and further acknowledges receipt and agrees to the terms of such ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy.

Equity Grant. On Subject to approval by the Effective Date, QL Holdings Board you shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) be granted 48,927,010 shares of the Class A Units Company’s common stock under the Company’s 2019 Stock Option and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) Grant Plan (the “Additional Equity GrantPlan”). The Additional Equity Grant All shares of Company common stock granted to you shall be subject to the terms of the QL Holdings LLC Agreement repurchase and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grantforfeiture as set forth in Restricted Stock Agreement, which award agreements shall have terms and conditions that are substantially similar provide that, subject to Section 6, the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms granted shares shall apply: vest as follows: (i) to 25% of the extent more favorable to granted shares will vest on the Executive, three-month anniversary of the terms Commencement Date and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) thereafter, the Additional Equity Grant shall remaining unvested shares will vest in full upon equal quarterly installments over a Company Salethree-year period, subject to on the last day of each calendar quarter (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowi.e., March 31, June 30, September 30 and December 31), the Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination of the Executive’s employment without “Cause” or for “Good Reason” at any time prior to a Company Salecommencing on September 30, 2018; provided, that if upon a Company Sale is consummated within twelve Event (12as defined in the Plan) months following such termination all your then-unvested shares (to the “Tail Period”), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is extent not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditpreviously forfeited) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iii), the “Additional Vesting Credit”); provided, further, that, for vest. For the avoidance of doubt, the Annual Compounding (Company and the Board have reviewed and understands and accepts your academic and work experience, as defined below) shall continue to apply the same has been provided to the extent Company by you. Accordingly, and assuming the Additional Equity Grant remains outstanding during accuracy of your academic and work experience, the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold definition of “Cause”, as applicable to any Class B Units granted from termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and after shall not be triggered by, the Effective Date pursuant Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the QL Holdings LLC Agreement (i.e.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 then-current Fair Market Value Company’s board of directors. Please confirm your agreement with all of the Companyforegoing by signing and returning a copy of this letter to the company. By: /s/ D▇▇▇ Unis Name: D▇▇▇ Unis Title: Founder, plus an annually compounding 8% return threshold (the “Annual Compounding”)).CMO & Board Member Date: 4/30/2019 /s/ B▇▇▇▇▇▇▇ ▇▇▇▇▇▇ B▇▇▇▇▇▇▇ ▇▇▇▇▇▇ Date: 4/29/2019

Equity Grant. On In consideration for the Effective DateEmployee's services hereunder and the covenants set forth in Section 7, QL Holdings the Company shall, or the Parent shall grant the Executive such number of Class B Units of QL Holdings equal to two percent (2%) (on a fully-diluted basis) behalf of the Class A Units and Class B Units as Company, deliver to the Employee an aggregate of 50,370 shares of Parent common stock (the "Stock Grant"), subject to the terms of this Section 3(c). On each of the first three (3) anniversaries of the Effective Date (calculatedeach, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) (the “Additional Equity Grant”). The Additional Equity a "Grant shall be subject to the terms of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) to the extent more favorable to the Executive, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); (ii) the Additional Equity Grant shall vest in full upon a Company Sale, subject to (unless otherwise provided in clause (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined belowDate"), the Additional Equity Grant Company shall, or the Parent shall vest with respect to one additional calendar year of service credit upon (and effective as of) a termination on behalf of the Executive’s employment without “Cause” or for “Good Reason” at any time prior Company, deliver to a Company Salethe Employee 16,790 shares of Parent common stock, representing one third (1/3) of the Stock Grant, if the Employee is employed hereunder as of such Grant Date; provided, however, that in the event that the Employee's employment hereunder is terminated because of his death or Disability, that portion of the Stock Grant not already delivered to the Employee shall be immediately delivered to the Employee (or his estate or beneficiaries, if a Company Sale is consummated within twelve (12) months following such termination (the “Tail Period”applicable), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; and provided, further, that if a the Employee's employment hereunder is terminated by the Employee for Good Reason (as defined in Section 4(b)(iv)) or by the Company Sale is not consummated within the Tail Period, then any remaining unvested portion without Cause (after applying the one-year additional vesting credit) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause (iiias defined in Section 4(b)(vii)), the “Additional Vesting Credit”portions of the Stock Grant not already delivered shall be delivered on the scheduled Grant Dates so long as the Employee is not in violation of Section 7(b) (as determined, if applicable, by arbitration under Section 9(i); provided) and the Employee provides consulting services to the Company during the remainder of the scheduled Employment Term, further, thatas may be reasonably requested by the Parent Executive Committee from time to time, for which services the avoidance of doubt, Company shall reimburse the Annual Compounding Employee for his reasonable expenses incurred in the performance thereof. In the event that the Employee's employment hereunder is terminated by the Employee without Good Reason (as defined belowin Section 4(b)(iv)), or by the Company for Cause (as defined in Section 4(b)(vii)) shall continue to apply to or the extent the Additional Equity Grant remains outstanding during the twelve Employee violates Section 7(b) (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e.as determined, if applicable, by arbitration under Section 9(i)), the then-current Fair Market Value Employee shall forfeit all rights to receive any portion of the Company, plus an annually compounding 8% return threshold (Stock Grant for which the “Annual Compounding”)).Grant Date had not occurred as of the Date of Termination. The number and

Equity Grant. On the Effective Datedate of this Agreement, QL Holdings the Company shall grant the Executive such number an award of Class B Units nonqualified stock options with respect to 5,000,000 shares of QL Holdings equal to two percent (2%) (on a fully-diluted basis) of the Class A Units and Class B Units as of the Effective Date (calculated, for this purpose, as if the entire pool of authorized Class B Units under Section 3.03 of the QL Holdings LLC Agreement has been fully allocated, and after giving effect to the Transaction) common stock (the “Additional Equity Grant”), subject to the terms and conditions of the nonqualified stock option agreement attached hereto as Exhibit C, which terms shall include: (i) an exercise price equal to the greater of $0.10 or the “fair market value” (as such term is defined in the Alliqua, Inc. 2011 Long-Term Incentive Plan and any amendments thereto) of the Company’s common stock on the date of grant; (ii) immediate vesting and exercisability of 100% of such options on the effective date of the certain release agreement by and between the Company and Executive, attached hereto as Exhibit B (the “Release”); and (iii) a term of three (3) years from the Separation Date (subject to immediate forfeiture if Executive revokes the Release, as provided below). The Additional Except as stated in this Agreement or as required by law, all other compensation, payments and benefits which relate to Executive’s employment with the Company or positions with the Company, including any payments, vacation pay, bonus or any benefits set forth in any employee benefit plan, policy or program shall cease as of the Separation Date. In the event (i) Executive revokes the Agreement in accordance with Paragraph 16 of this Agreement or (ii) Executive revokes the Release in accordance with Paragraph 8 of the Release, a portion of the Equity Grant equal to one (1) month of Executive’s monthly base salary as of the Separation Date shall be forfeited, and no longer of any force or effect and the nonqualified stock option agreement with respect to the Equity Grant shall be void ab initio. The Parties acknowledge and agree that notwithstanding anything to the contrary contained herein, the following options shall remain outstanding, exercisable, and subject to the terms forfeiture in accordance with their terms: (i) that certain incentive stock option granted December 9, 2010 with respect to 1,000,000 shares of the QL Holdings LLC Agreement and an award agreement to be entered into by the Executive and QL Holdings prior to the grant of the Additional Equity Grant, which award agreements shall have terms and conditions that are substantially similar to the Company’s standard award agreement form used for restricted unit awards, provided, that the following terms shall apply: (i) common stock granted pursuant to the extent more favorable to the ExecutiveHepaLife Technologies, the terms and definitions in this Agreement shall govern and apply to the Additional Equity Grant (including, without limitation, the definitions of “Cause” and “Good Reason”); Inc. 2001 Incentive Stock Option Plan; (ii) that certain nonqualified stock option agreement dated May 12, 2012 with respect to 1,000,000 shares of the Additional Equity Grant shall vest in full upon a Company Sale, subject Company’s common stock granted pursuant to (unless otherwise provided in clause the 2011 Plan; and (iii) below) the Executive’s continued employment through the consummation of such Company Sale; (iii) subject to the Release (as defined below)that certain nonqualified stock option granted November 27, the Additional Equity Grant shall vest 2012 with respect to one additional calendar year of service credit upon (and effective as of) a termination 500,000 shares of the ExecutiveCompany’s employment without “Cause” or for “Good Reason” at any time prior common stock granted pursuant to a Company Sale; provided, that if a Company Sale is consummated within twelve (12) months following such termination the 2011 Plan (the “Tail Period”options described in (i), then the Additional Equity Grant shall vest in full upon the consummation of such Company Sale; provided, further, that if a Company Sale is not consummated within the Tail Period, then any remaining unvested portion (after applying the one-year additional vesting creditii) shall be immediately forfeited at the end of such twelve (12) month period (the additional vesting credit under this clause and (iii), along with the Equity Grant, shall be collectively referred to herein as the “Additional Vesting CreditStock Options”); provided, further, that, for the avoidance of doubt, the Annual Compounding (as defined below) shall continue to apply to the extent the Additional Equity Grant remains outstanding during the twelve (12) month period following such termination; and (iv) the Participation Threshold applicable to the Class B Units issued pursuant to the Additional Equity Grant shall be the Participation Threshold applicable to any Class B Units granted from and after the Effective Date pursuant to the QL Holdings LLC Agreement (i.e., the then-current Fair Market Value of the Company, plus an annually compounding 8% return threshold (the “Annual Compounding”)).