Common use of Equity Grant Clause in Contracts

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

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

Equity Grant. Subject On the Effective Date, QL Holdings shall grant the Executive such number of Class B Units of QL Holdings equal to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives two percent (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan 2%) (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis basis) of the Class A Units and Class B Units as of the grant date 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 grantTransaction) (the “Additional Equity Grant”). If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you The Additional Equity Grant shall be subject to repurchase the terms of the QL Holdings LLC Agreement and forfeiture as set forth in Restricted Stock Agreementan 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 provide thathave 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 Section 6(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 granted shares Additional Equity Grant shall vest with respect to one additional calendar year of service credit upon (and effective as follows: (iof) 25% a termination of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over Executive’s employment without “Cause” or for “Good Reason” at any time prior to a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018Company 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 Event is not consummated within the Tail Period, then any remaining unvested portion (as defined in after applying the Plan) all your thenone-unvested shares (to the extent not previously forfeitedyear additional vesting credit) shall vest. For 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 Company and the Board have reviewed and understands and accepts your academic and work experience, Annual Compounding (as the same has been provided defined below) shall continue to apply to the Company by you. Accordingly, and assuming extent the accuracy of your academic and work experience, Additional Equity Grant remains outstanding during the definition of “Cause”, as 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 termination of your employment by Class B Units granted from and after the Company Effective Date pursuant to the QL Holdings LLC Agreement (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered byi.e., the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants then-current Fair Market Value 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 , plus an annually compounding 8% return threshold (the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock“Annual Compounding”), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith).

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

Equity Grant. Subject On the pricing date of the IPO (the “Date of Grant”), the Company shall grant the Executive an option, pursuant to approval by a separate award agreement and subject to the Board terms and your execution conditions of the Company’s standard form equity plan then-in effect, to purchase such number of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan equal to one percent (the “Plan”1%) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock issued and outstanding on the Date of Grant (taking into account the number of shares that will be sold in the IPO and issued in connection with the IPO) (the “Option Grant”) at an exercise price equal to 15% the public offering price in the IPO, which shall be the fair market value of the Company’s outstanding common stock on a fullythe date of grant. The Option Grant, as defined below, will be under section 102 of the Israeli Income Tax Ordinance [NEW VERSION] 5721-diluted basis upon closing of 1961 (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019capital gain tax route), you will receive and for this purpose the Companies shall adopt an additional award upon the closing of each trancheequity plan/an appendix to an existing equity plan for Israeli grantees, in accordance to be filed with the foregoingIsraeli Tax Authorities. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares The Option Grant shall vest as follows: (i) 25% in three equal installments on each of the granted shares will vest on the three-month first, second, and third anniversary of the Commencement Date and (ii) thereafter, date of grant; provided that the remaining unvested shares will vest in equal quarterly installments over a three-year period, Executive is employed by the Companies on the last day of each calendar quarter applicable vesting date. Notwithstanding the foregoing, if the Companies (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event or the successor in interest thereto) terminate the Executive without “cause” (as defined below) within the three (3) month period after a “change in the Plan) all your then-unvested shares control” (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined term is defined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you equity plan pursuant to preserve your vested equity position in which the Company in the event of any additional issuances of Company common stock (or securities convertible into common stockOption Grant was granted), at 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 per-share price equal dishonest or fraudulent act in connection with his employment with the Companies, or misappropriation of the property of the Companies; (ii) the Executive’s conviction of, or plea of nolo contendere to, a felony or crime involving dishonesty; (iii) the Executive’s inattention to then current fair market valueduties, as reasonably determined by unsatisfactory performance, or failure to perform the Board Executive’s duties hereunder; (iv) a substantial failure of the Executive to comply with the Companies’ policies; (v) a material and willful breach of the Executive’s fiduciary duties in good faithany 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 Companies because of the Executive’s intentional failure to comply with any statute, rule or regulation.

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

Equity Grant. Subject to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”)Additionally, you Executive will be eligible to receive granted shares of the Company’s common stock under pursuant to the Company’s 2017 2010 Stock Option and Grant Incentive Plan (“SIP”) (the “PlanPerformance Shares”) equaling 15% 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 outstanding common stock at market close on the last trading day before the Closing Date (the “Closing Stock Price”), subject to the following terms and conditions: (i) It shall be a fully-diluted basis condition to the 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 three (3)-year period beginning February 1, 2012, and ending January 31, 2015 (the “EBITDA Performance Period”) (such sum, the “EBITDA Total”) shall equal or exceed $158,000,000.00 (the “EBITDA Condition”). (ii) Until the EBITDA Condition is satisfied upon expiration of the EBITDA Performance Period, Executive shall have no right to receive dividends associated with such shares and no right to vote such shares. If (A) the EBITDA Condition is satisfied and (B) Executive continues to be employed with the Company or an Affiliate as of the grant date and after giving effect end of the EBITDA Performance Period, one hundred percent (100%) of the Performance Shares (the “Awarded Shares”) shall be awarded to the grant. 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 or an Affiliate. (iii) If the Company closes Preferred Round on EBITDA Condition is not satisfied, then all or prior to December 31, 2019 (and provided that you are still employed by the Company at the time a portion of such closing), the Company Performance Shares shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, be forfeited in accordance with the foregoingfollowing formula: ($158,000,000.00 minus the EBITDA Total) divided by the Closing Stock Price, times Executive’s Applicable Percentage. All shares By way of Company common stock granted to you shall be subject to repurchase example, in the event that the EBITDA Total should equal $155,000,000.00, and forfeiture as set forth in Restricted the Closing Stock Agreement, which shall provide that, subject to Section 6Price should equal $20, the granted shares shall vest formula would apply as follows: (i$3,000,000.00) 25% 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 shares will vest on to the three-month anniversary Executive would be forfeited. In the event that the EBITDA Total does not exceed $148,000,000.00, all of the Commencement Date 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 (iiunless vested as provided in this Section 2(d)(iv) thereafteror 2(d)(vi), the remaining unvested shares 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), 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 the Awarded Shares will vest in equal quarterly installments over a three-year periodbecome fully vested and nonforfeitable. In all other events, the Awarded Shares will be fully vested and nonforfeitable on the last day of each calendar quarter the Vesting Period (i.e.the “Vesting Date”). (v) The number of Performance Shares credited to the Executive shall be subject to adjustment in accordance with Article VIII of the SIP (for example, March 31in 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, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to SIP, while the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment Executive is employed by the Company or an Affiliate thereof. (whether 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 pool of shares available for issuance under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined SIP without any payment by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in , and the Company in shall have the event full right to cancel any evidence of any additional issuances the Executive’s ownership of Company common stock such forfeited shares. (or securities convertible into common stock)viii) The Performance Shares shall be granted pursuant to, and subject to, all of the 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 per-share price equal template of which shall be provided to then current fair market value, as reasonably determined by Executive within five (5) business days following the Board in good faithexecution of this Agreement.

Equity Grant. Subject to approval by In consideration for the Board Employee's services hereunder and your execution the covenants set forth in Section 7, the Company shall, or the Parent shall on behalf of the Company’s standard form , deliver to the Employee an aggregate of Restricted Stock Agreement for executives 49,341 shares of Parent common stock (the “Restricted "Stock Agreement”Grant"), you will be eligible subject to receive shares the terms of this Section 3(c). On each of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan first three (the “Plan”3) equaling 15% anniversaries of the Company’s outstanding common stock on Effective Date (each, a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing"Grant Date"), the Company shall, or the Parent 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% on behalf of the Company’s outstanding , deliver to the Employee 16,447 shares of Parent common stock on a fully-diluted basis upon closing stock, representing one third (1/3) of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the futureStock Grant, if initial closings the Employee is employed hereunder as of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018such Grant Date; provided, however, that upon a Sale Event 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 applicable); and provided, further, that if the Employee's employment hereunder is terminated by the Employee for Good Reason (as defined in Section 4(b)(iv)) or by the PlanCompany 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 in violation of Section 7(b) all your then-unvested shares (as determined, if applicable, by arbitration under Section 9(i)) and the Employee provides consulting services to the extent Company during the remainder of the scheduled Employment Term, 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 portion of the Stock Grant for which the Grant Date had not previously forfeitedoccurred as of the Date of Termination. The number and kind of shares to be granted under this Section 3(c) shall vestbe 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. For With respect to each share of Parent common stock to be granted under this Section 3(c) that has not been forfeited and with respect to which the avoidance of doubtEmployee (or his estate or beneficiaries, if applicable) has not yet become a shareholder, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided shall pay to the Company by you. AccordinglyEmployee an amount in cash equal to the regular quarterly cash dividend, and assuming the accuracy of your academic and work experienceif any, the definition of “Cause”, as applicable to any termination of your employment paid by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your positionParent on its common stock. In addition to the foregoing equity grant, you Such payment 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 made within ten (10) days following the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faithapplicable dividend payment date.

Equity Grant. Subject to approval by In consideration for the Board Employee's services hereunder and your execution the covenants set forth in Section 7, the Company shall, or the Parent shall on behalf of the Company’s standard form , deliver to the Employee an aggregate of Restricted Stock Agreement for executives 50,370 shares of Parent common stock (the “Restricted "Stock Agreement”Grant"), you will be eligible subject to receive shares the terms of this Section 3(c). On each of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan first three (the “Plan”3) equaling 15% anniversaries of the Company’s outstanding common stock on Effective Date (each, a fully-diluted basis as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing"Grant Date"), the Company shall, or the Parent 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% on behalf of the Company’s outstanding , deliver to the Employee 16,790 shares of Parent common stock on a fully-diluted basis upon closing stock, representing one third (1/3) of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the futureStock Grant, if initial closings the Employee is employed hereunder as of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018such Grant Date; provided, however, that upon a Sale Event 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 applicable); and provided, further, that if the Employee's employment hereunder is terminated by the Employee for Good Reason (as defined in Section 4(b)(iv)) or by the Plan) all your then-unvested shares Company without Cause (to the extent not previously forfeited) shall vest. For the avoidance of doubtas defined in Section 4(b)(vii)), the Company 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)) and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided Employee provides consulting services to the Company by you. Accordingly, and assuming during the accuracy remainder of your academic and work experience, the definition of “Cause”scheduled Employment Term, as applicable may be reasonably requested by the Parent Executive Committee from time to any termination of your 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 (whether as defined in Section 4(b)(vii)) or the Employee violates Section 7(b) (as determined, if applicable, by arbitration under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered bySection 9(i)), the Company’s or Employee shall forfeit all rights to receive any portion of the Board’s assertion or belief that you lack requisite experience Stock Grant for your positionwhich the Grant Date had not occurred as of the Date of Termination. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith.The number and

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

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

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

Equity Grant. Subject On the date of this Agreement, the Company shall grant Executive an award of nonqualified stock options with respect to approval by 5,000,000 shares of common stock (the Board “Equity Grant”), subject to the terms and your execution 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 standard form common stock on the date of Restricted Stock Agreement for executives 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 “Restricted Stock AgreementRelease”); and (iii) a term of three (3) years from the Separation Date (subject to immediate forfeiture if Executive revokes the Release, you will as provided below). 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 eligible forfeited, and no longer of any force or effect and the nonqualified stock option agreement with respect to receive 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 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 Company’s common stock under granted pursuant to the Company’s 2017 HepaLife Technologies, Inc. 2001 Incentive Stock Option and Grant Plan Plan; (the “Plan”ii) equaling 15% that certain nonqualified stock option agreement dated May 12, 2012 with respect to 1,000,000 shares of the Company’s outstanding common stock on a fully-diluted basis as of the grant date and after giving effect granted pursuant to the grant. If the Company closes Preferred Round on or prior 2011 Plan; and (iii) that certain nonqualified stock option granted November 27, 2012 with respect 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 500,000 shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted pursuant to you shall be subject to repurchase and forfeiture as set forth the 2011 Plan (the options described in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and ), (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter and (i.e., March 31, June 30, September 30 and December 31iii), commencing on September 30along with the Equity Grant, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (shall be collectively referred to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, herein as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “CauseStock Options”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faith.

Equity Grant. Subject (i) IPO Prior to approval July 1, 2013. Effective as of the effective date of the first registration statement that is filed by the Board Company and your execution declared effective pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended, with respect to any class of the Company’s standard form of Restricted Stock Agreement for executives securities (the “Restricted Stock AgreementRegistration Date”), you will and 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 eligible vested as to receive 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 under and will be subject to (x) the Company’s 2017 terms, definitions and provisions of the Stock Option Plan and Grant Plan the restricted stock unit agreement between Executive and the Company (the “PlanRSU Agreement”), both of which documents are incorporated herein by reference and (y) equaling 15% 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 outstanding common stock at an exercise price equal to the Fair Market Value on the date of grant (an “Option”) having a fully-diluted basis substantially similar value, as of the grant date and after giving effect to the of grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing equity grant, you shall be eligible for additional grants of Company common stock or options to acquire Company common stock at such time and on such terms as determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you to preserve your vested equity position in the Company in the event of any additional issuances of Company common stock (or securities convertible into common stock), at a per-share price equal to then current fair market value, as reasonably determined by the Board in good faithits sole discretion, as the RSUs would of otherwise had. For this purpose, the Board may use a Black-Scholes valuation model or any other reasonably methodology in its sole discretion for purposes of determining comparable value. The Option would be subject to the terms and conditions of the Company’s Stock Plan and form of stock option agreement, and would have vesting terms substantially similar to what would have applied to the award of RSUs.

Equity Grant. Subject Employee has been granted Sixty Thousand (60,000) Restricted Share Units, as such term is defined in the Xxxxxxx Leisure Limited 2009 Incentive Plan (the "Plan"), pursuant to approval by the Board Plan and your execution 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’s standard form , and which shall vest cumulatively at the rate of Restricted Stock Agreement for executives twenty five percent (the “Restricted Stock Agreement”), you will be eligible to receive shares 25%) thereof on each of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% first four anniversaries of the Company’s outstanding common stock on a fully-diluted basis as date of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31, 2019 (and provided that you are still employed by the Company at the time of such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as defined in the Plan) all your then-unvested shares (to the extent not previously forfeited) shall vest. For the avoidance of doubt, the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. Accordingly, and assuming the accuracy of your academic and work experience, the definition of “Cause”, as applicable to any termination of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your position. In addition to the foregoing above-referenced Restricted Share Units, Employee may, in the sole discretion of the Committee, be granted equity grantawards (the "Equity Awards") pursuant to the Plan (including annually as part of the Company's annual grant of options, you shall be eligible for additional grants of Company common stock shares or options other equity awards to acquire Company common stock at such time officers and employees) on such terms and conditions as the Committee shall determine in its sole and absolute discretion. Some or all of the Equity Awards may be subject to certain vesting schedules, based on the attainment, over a specified period, of Company performance goals (the "Performance Goals") which are determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you Committee and are to preserve your vested equity position be reflected in the Company award agreements related to such Equity Awards (the "Performance Awards"). In all cases, any unvested portion of the Restricted Share Units or Equity Awards shall be immediately forfeited in the event Employee is terminated pursuant to Section 5(c) hereof; and provided further, that: (a) any unvested portion of any additional issuances the Restricted Share Units or Equity Awards shall vest immediately in the event of: (i) Employee's termination pursuant to Sections 5(a),(b),(d) or (e); provided, however, that in the event that the vesting of Company common stock Performance Awards due to 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 Code, such Performance Awards shall vest, following Employee's termination pursuant to Section 5(d) or securities convertible into common stock(e), at a per-share price equal to then current fair market value, as reasonably determined by only upon the Board in good faithattainment of the applicable Performance Goals.

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

Equity Grant. Subject to approval by the Board and your execution of the Company’s standard form of Restricted Stock Agreement for executives (the “Restricted Stock Agreement”), you will be eligible to receive shares of the Company’s common stock under the Company’s 2017 Stock Option and Grant Plan (the “Plan”) equaling 15% of the Company’s outstanding common stock on a fully-diluted basis Employee shall granted as of the grant date and after giving effect to the grant. If the Company closes Preferred Round on or prior to December 31hereof Fifteen Thousand (15,000) Restricted Share Units, 2019 (and provided that you are still employed by the Company at the time of as such closing), the Company shall issue you an additional award of restricted shares of Company common stock under the Plan in an amount such that, after giving effect to such additional issuance, you have been granted shares of common stock equal to 15% of the Company’s outstanding common stock on a fully-diluted basis upon closing of (and giving effect to) the Preferred Round. If the Preferred Round closes in multiple tranches (including tranches closed in the future, if initial closings of at least $3,000,000 occur by December, 2019), you will receive an additional award upon the closing of each tranche, in accordance with the foregoing. All shares of Company common stock granted to you shall be subject to repurchase and forfeiture as set forth in Restricted Stock Agreement, which shall provide that, subject to Section 6, the granted shares shall vest as follows: (i) 25% of the granted shares will vest on the three-month anniversary of the Commencement Date and (ii) thereafter, the remaining unvested shares will vest in equal quarterly installments over a three-year period, on the last day of each calendar quarter (i.e., March 31, June 30, September 30 and December 31), commencing on September 30, 2018; provided, that upon a Sale Event (as term is defined in the Plan) all your then-unvested shares (, pursuant to the extent not previously forfeited) shall vest. For Plan and a Restricted Share Unit award agreement in the avoidance form generally used for awards of doubt, Restricted Share Units to executive officers and other employees of the Company and the Board have reviewed and understands and accepts your academic and work experience, as the same has been provided to the Company by you. AccordinglyAffiliates, and assuming which shall vest cumulatively at the accuracy rate of your academic and work experience, one-third thereof on each of the definition first three anniversaries of “Cause”, as applicable to any termination the date of your employment by the Company (whether under the Plan, your Restricted Stock Agreement or otherwise) shall not include, and shall not be triggered by, the Company’s or the Board’s assertion or belief that you lack requisite experience for your positiongrant. In addition to the foregoing above-referenced Restricted Share Units, Employee may, in the sole discretion of the Committee, be granted equity grantawards (the "Equity Awards") pursuant to the Plan (including annually as part of SLL's annual grant of options, you shall be eligible for additional grants of Company common stock shares or options other equity awards to acquire Company common stock at such time officers and employees) on such terms and conditions as the Committee shall determine in its sole and absolute discretion. Some or all of the Equity Awards may be subject to certain vesting schedules, based on the attainment, over a specified period, of performance goals of the Company and/or one or more Affiliates (the "Performance Goals") which are determined by the Company’s board of directors. You shall also receive pre-emptive rights permitting you Committee and are to preserve your vested equity position be reflected in the Company award agreements related to such Equity Awards (the "Performance Awards"). In all cases, any unvested portion of the Restricted Share Units or Equity Awards shall be immediately forfeited in the event Employee is terminated pursuant to Section 5(c) hereof; and provided further, that: (a) any unvested portion of the Restricted Share Units or Equity Awards shall vest immediately in the event of: (i) Employee's termination pursuant to Sections 5(a),(b),(d) or (e); provided, however, that in the event of any additional issuances Employee's termination without Cause or for Good Reason, the 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 (irrespective of Company common stock (whether or securities convertible into common stocknot that is the case), at a per-share price equal to then current fair market value, as reasonably determined multiplied by the Board in good faithpercentage of days during the Year prior to the date of termination during which he was employed by the Company.

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

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