Common use of Equity Grants Clause in Contracts

Equity Grants. The Employee shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plan.

Equity Grants. The Employee shall be granted as soon as practicable on or after Employer will recommend at the Effective Date, a first meeting of the Board of Directors of Employer (the “Board”) following the Services Start Date that Employer grant Executive (i) 30,000 restricted stock units and (ii) an option to purchase 734,900 125,000 shares of the CompanyEmployer’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise Common Stock at a price per share equal to the fair market value per share of the Company’s common stock Common Stock on the effective date of grantgrant (which shall be established in accordance with the Board’s policies) (collectively, the “Initial Grants”). TwentyThe restricted stock units will vest over three (3) years, with one-Five percent third of the restricted stock units vesting on each of the three anniversaries following the Services Start Date. One-third (2533.34%) of the Option shares subject to the option shall be vested vest on the one (1) year from anniversary of the Effective Services Start Date (the “Anniversary Date”), and the remaining portion of such Option shares shall vest monthly over the next 24 months in equal monthly installments over amounts subject to Executive’s continuing employment with Employer. In addition, Employer will recommend at the first meeting of the Board following the Anniversary Date that Employer grant Executive an additional option to purchase 100,000 shares of the Employer’s Common Stock at a thirty-six (36) month period commencing price per share equal to then fair market value per share of the Common Stock on the first day effective date of such grant (which shall be established in accordance with the month one year Board’s policies) (such grant, the “Anniversary Grant” and, together with the Initial Grants, the “Grants”). The Anniversary Grant shall vest monthly over the 24 months following the Effective Anniversary Date such that the Anniversary Grant shall be fully vested two (2) years following the Anniversary Date, subject to continued Executive’s continuing employment by the Companywith Employer. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued The Grants shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit subject to the Employee for the non-payment terms and conditions of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Employer’s 2006 Equity Incentive Plan. Except as described herein, no right to any stock is earned or accrued until such time that vesting occurs, nor does the xxxxx xxxxxx any right to continue vesting or employment.

Equity Grants. The Employee shall be granted as soon as practicable on or after On the Effective Date, a the Company shall grant to Executive stock option to purchase 734,900 options (the “Options”), exercisable for 20,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and by a separate stock option agreement between Executive and the Company. The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company on each vesting date (25%) “Continuous Service Status”), the Options shall vest in installments of 416 option shares on the Option shall be vested one year from first 47 monthly anniversaries of the Effective Date and (the remaining portion of such Option shall vest in equal monthly installments over a thirty-six first vesting date being on the one (361) month period commencing anniversary of the Effective Date hereof) and 448 option shares on the first day 48th monthly anniversary of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) or if a termination of during the Employee occurs within two (2) months prior theretoEmployment Term, then the vesting of all equity then owned by the Employee Options will accelerate such that the Options shall accelerate with respect be fully vested and the Options shall be exercisable immediately prior to one hundred percent such Change of Control; (100%ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the unvested sharesBoard in its sole discretion, Executive shall either exercise the Options (a “Forced Exercise”) or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction. In lieu Notwithstanding anything to the contrary in the Plan, in the event of a Forced Exercise, Executive may elect, in his sole discretion, to pay the Option exercise price in cash, or pursuant to a “cashless exercise” procedure in which payment of the Option exercise price and/or tax withholding obligations may be satisfied, in whole or in part, by forfeiting Option shares pursuant to a net exercise or pursuant to a “broker assisted cashless exercise” procedure (it being acknowledged that a sale of Option shares pursuant to a “broker assisted cashless exercise” procedure will be subject to compliance with the xxxxxxx xxxxxxx policy of the Company in place at the request time of such sale); (iii) In the Employeeevent of a Corporate Transaction in which the Board does not impose a Forced Exercise, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If Board in its sole discretion may elect to terminate the equity Option in exchange for making a cash payment to be issued is restricted common stock and not stock options, Executive in an amount equal to the product obtained by multiplying (x) the amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Option times (y) the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value of Option; (iv) The Options shall expire on the Company’s common stock so as to provide no additional benefit to earlier of: (a) the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as ten (10) year anniversary of the date of grant, or (b) 90 days from the grant date of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planseparation from employment.

Equity Grants. The Live Nation will, subject to Section 7(b) below, within 90 days of the date that the stockholders of Live Nation, Inc. approve either an amendment to the Live Nation, Inc. 2005 Stock Incentive Plan adding sufficient additional shares to such plan or a new equity incentive plan, recommend to the Committee that the Employee shall be granted as soon as practicable on or after stock options to purchase 200,000 shares of Live Nation, Inc. common stock and 200,000 restricted shares of Live Nation, Inc. common stock. Such equity grants shall: (i) be made in the Effective Datesole and absolute discretion of the Committee; (ii) subject to Section 5 below and the Employee’s continued employment with Live Nation through applicable vesting dates, a vest in equal annual installments over four years and be made under the terms and conditions set forth in the applicable equity incentive plan and stock option to purchase 734,900 shares or restricted stock agreement, as the case may be, under which they are issued; and (iii) in the case of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986grant, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise have a strike price equal to the fair market value closing price of the CompanyLive Nation, Inc.’s common stock listed on the New York Stock Exchange on the date of the grant (or such other principal stock exchange on which such shares may be traded on the date of grant). Twenty-Five percent (25%) Immediately upon the closing of the Option shall be vested one year from pending merger contemplated by that certain Agreement and Plan of Merger dated as of February 10, 2009 (the Effective Date “Merger Agreement”) by and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Dateamong Live Nation, subject to continued employment by the Company. Notwithstanding the foregoingInc., in connection with a Change of Control Ticketmaster Entertainment, Inc. and Merger Sub (as defined in the PlanMerger Agreement) or if a termination of (the Employee occurs within two (2“Merger”), subject to Section 7(b) months prior theretobelow, then the vesting and lapsing of restrictions on any and all unvested or restricted Live Nation, Inc. equity then owned awards held by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30the Effective Date, 2011 excluding, for the avoidance of doubt, the stock options and restricted shares to be granted pursuant to this Section 3(f), shall be terminated accelerate and, as applicable, such equity awards shall become immediately exercisable and free of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planrestrictions.

Equity Grants. The Employee shall be granted as soon as practicable on or after Employer will recommend at the Effective Date, a first meeting of the Board of Directors of Employer (the “Board”) following the Services Start Date that Employer grant Executive (i) 25,000 restricted stock units and (ii) an option to purchase 734,900 100,000 shares of the CompanyEmployer’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise Common Stock at a price per share equal to the fair market value per share of the Company’s common stock Common Stock on the effective date of grantgrant (which shall be established in accordance with the Board’s policies) (collectively, the “Initial Grants”). TwentyThe restricted stock units will vest over three (3) years, with one-Five percent third of the restricted stock units vesting on each of the three anniversaries following the Services Start Date. One-third (2533.34%) of the Option shares subject to the option shall be vested vest on the one (1) year from anniversary of the Effective Services Start Date (the “Anniversary Date”), and the remaining portion of such Option shares shall vest monthly over the next 24 months in equal monthly installments over amounts subject to Executive’s continuing employment with Employer. In addition, Employer will recommend at the first meeting of the Board following the Anniversary Date that Employer grant Executive an additional option to purchase 90,000 shares of the Employer’s Common Stock at a thirty-six (36) month period commencing price per share equal to then fair market value per share of the Common Stock on the first day effective date of such grant (which shall be established in accordance with the month one year Board’s policies) (such grant, the “Anniversary Grant” and, together with the Initial Grants, the “Grants”). The Anniversary Grant shall vest monthly over the 24 months following the Effective Anniversary Date such that the Anniversary Grant shall be fully vested two (2) years following the Anniversary Date, subject to continued Executive’s continuing employment by the Companywith Employer. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued The Grants shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit subject to the Employee for the non-payment terms and conditions of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Employer’s 2006 Equity Incentive Plan. Except as described herein, no right to any stock is earned or accrued until such time that vesting occurs, nor does the xxxxx xxxxxx any right to continue vesting or employment.

Equity Grants. The Employee Subject to the conditions set forth below, the Company shall be granted as soon as practicable on or after grant to Executive stock options (the Effective Date, a stock option to purchase 734,900 “Options”) exercisable for 6,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and evidenced by a separate stock option agreement between Executive and the Company (the “Option Agreement”). The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the Executive remaining continuously employed by the Company as its CFO on each vesting date (25%) of “Continuous Service Status”), the Option shall be vested one year from the Effective Date and the remaining portion of such Option Options shall vest in three (3) equal monthly installments over a thirty-six (36) month period commencing on of 2,000 options shares upon the first day Executive achieving each of the month one year following the Effective Date, subject to continued employment Three Milestones by the Companyeach of their Milestone Achievement Dates. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control Corporate Transaction (as defined in the Plan), at the option of the Board in its sole discretion, Executive shall exercise the Options or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction; (ii) or if In the event of a Corporate Transaction, in exchange for the termination of the Employee occurs within two Options, the Board in its sole discretion may make a cash payment to Executive in an amount equal to the product obtained by multiplying (2x) months prior thereto, then the vesting of all equity then owned amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Employee shall accelerate with respect to one hundred percent Option times (100%y) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value Option; (iii) Subject to subsection (iv) below, the Options shall expire on April 1, 2017; and (iv) All unvested Options shall terminate immediately after the earlier of (i) the third Milestone Achievement Date and (ii) the termination or expiration of Executive’s employment with the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plan.

Equity Grants. The Employee Subject to the approval of the Compensation Committee of the Board, promptly following execution of this Agreement, the Company shall be granted as soon as practicable on or after grant to Executive stock options (the Effective Date, a stock option to purchase 734,900 “Initial Options”) exercisable for 70,000 shares of the Company’s common stock (the “OptionCommon Stock”). The Initial Options (and all other options granted to Executive, if any) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and evidenced by a separate stock option agreement between Executive and the Company. The Option exercise price of the Initial Options and any future option grants shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company as its CEO / COO on each vesting date (25%) “Continuous Service Status”), the Initial Options shall vest in installments of the Option shall be vested one year from 1,458 options shares on first 47 monthly anniversaries of the Effective Date and over the remaining portion of such Option shall vest in equal monthly installments over a thirty-six Employment Term (36the first vesting date being on the one (1) month period commencing anniversary of the Effective Date hereof) and 1,474 options shares on the first day 48th monthly anniversary of the month one year following the Effective Date. In addition to the Initial Options, the Board shall give consideration to additional equity grants to Executive in subsequent years of the Employment Term and, subject to continued employment by the Companyaccelerated vesting described herein and Executive’s Continue Service Status each such additional stock options granted, if any, shall vest as follows: 50% of each new stock option grant shall vest ratable over the initial 12 months after the date of grant and the balance shall vest ratably over the remainder of the Employment Term. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) during the Employment Term in which the acquiring company or if successor company opts not to assume this Agreement, the vesting of the Options will accelerate such that the Options shall be fully vested and exercisable immediately prior to such Change of Control; (ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the Board in its sole discretion, Executive shall exercise the Options or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction; (iii) In the event of a Corporate Transaction, in exchange for the termination of the Employee occurs within two Options, the Board in its sole discretion may make a cash payment to Executive in an amount equal to the product obtained by multiplying (2x) months prior thereto, then the vesting of all equity then owned amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Employee shall accelerate with respect to one hundred percent Option times (100%y) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value Option; (iv) The Options will terminate if not exercised within six (6) months of Executive’s termination from the Company for any reason; (v) All unvested Options will terminate upon the termination of Executive’s employment with the Company; (vi) If the Executive breaches the Executive Notice Period set forth in Section 6(d) below, fifty percent (50%) of Executive’s common stock so vested Options shall automatically terminate; and (vii) Unless earlier terminated as to provide no additional benefit to set forth above, the Employee for Options shall expire on the non-payment of the exercise price. The Employee acknowledges and agrees that effective as five (5) year anniversary of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plangrant.

Equity Grants. The Employee Company shall be granted as soon as practicable on or after grant to Executive stock options (the Effective Date“Options”), a stock option to purchase 734,900 exercisable for 50,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and by a separate stock option agreement between Executive and the Company. The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company on each vesting date (25%) “Continuous Service Status”), the Options shall vest in installments of the Option shall be vested one year from 1,041 option shares on first 47 monthly anniversaries of the Effective Date and (the remaining portion of such Option shall vest in equal monthly installments over a thirty-six first vesting date being on the one (361) month period commencing anniversary of the Effective Date hereof) and 1,073 option shares on the first day 48th monthly anniversary of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) during the Employment Term in which the acquiring company or if a termination of the Employee occurs within two (2) months prior theretosuccessor company opts not to assume this Agreement, then the vesting of all equity then owned by the Employee Options will accelerate such that the Options shall accelerate with respect be fully vested and exercisable immediately prior to one hundred percent such Change of Control; (100%ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the unvested sharesBoard in its sole discretion, Executive shall either exercise the Options (a “Forced Exercise”) or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction. In lieu Notwithstanding anything to the contrary in the Plan, in the event of a Forced Exercise, Executive may elect, in his sole discretion, to pay the Option exercise price in cash, or pursuant to a “cashless exercise” procedure in which payment of the Option exercise price and/or tax withholding obligations may be satisfied, in whole or in part, by forfeiting Option shares pursuant to a net exercise or pursuant to a “broker assisted cashless exercise” procedure (it being acknowledged that a sale of Option shares pursuant to a “broker assisted cashless exercise” procedure will be subject to compliance with the xxxxxxx xxxxxxx policy of the Company in place at the request time of such sale); (iii) In the Employeeevent of a Corporate Transaction in which the Board does not impose a Forced Exercise, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If Board in its sole discretion may elect to terminate the equity Option in exchange for making a cash payment to be issued is restricted common stock and not stock options, Executive in an amount equal to the product obtained by multiplying (x) the amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Option times (y) the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value Option; (iv) Unless terminated earlier in accordance with clause (ii) above, the Options shall expire on the earlier of (1) the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as ten (10) year anniversary of the date of grant or (2) ninety (90) days following the grant termination of employment with the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive PlanCompany.

Equity Grants. The Employee shall be granted as soon as practicable on or after Subject to, and within the Effective Datefirst two business days following, a stock option to purchase 734,900 shares the closing of the Company’s common stock transactions contemplated by the Unit Exchange Agreement (the “OptionClosing”), the Company hereby agrees to cause CJPG to issue to Consultant, or Consultant’s respective designee, 370,346 shares (“Shares”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, CJPG Common Stock and the regulations promulgated thereunder two warrants (the “CodeWarrants”), both in the form similar to that attached hereto as Exhibit A. (a) pursuant The first Warrant will grant Consultant the right to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with purchase up to 1,141,902 shares of CJPG Common Stock at an exercise price equal of $0.405 per share. (b) The second Warrant will grant Consultant the right to the fair market value purchase an aggregate of the Company1,234,488 shares of CJPG’s common stock stock, at an exercise price of $0.405 per share. The Shares shall vest and become fully paid on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion anniversary of such Option shall vest in equal monthly installments over a thirty-six this Agreement (36) month period commencing on the first day of the month one year following the Effective “Anniversary Date”), subject to continued employment Consultant’s fulfillment of his obligations under this Agreement. In the event of Consultant’s breach of this Agreement prior to the Anniversary Date that remains uncured after the tenth (10th) day following written notice of such breach from the Company, the Shares shall be forfeited and subject to cancellation by the CompanyCompany without further notice. Notwithstanding Upon the foregoingAnniversary Date, in connection with a Change and assuming no prior forfeiture or uncured breach as of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employeesuch date, the Company Shares shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity deemed to be issued is restricted common stock and not stock optionsfully paid, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges assessable and agrees that effective as of the date of the grant of the equity without restriction other than as set forth in Section 3.2 below. The shares of Common Stock underlying the preceding paragraphWarrants (“Warrant Shares”), option agreement Nowhen issued and paid for pursuant to the terms of the Warrants, shall be fully paid and non-assessable upon issuance and subject to the provisions of Section 3.2 below. SP-0040 granted by The parties acknowledge that the Company intends to conduct a 6.172440476 for one reverse split shortly after the Employee as date of April 30, 2011 this Agreement. The parties further acknowledge and agree the Shares and the Warrant Shares and exercise prices set forth above are pre-split amounts and shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to proportionately adjusted in the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee event of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planreverse split.

Equity Grants. The Employee shall be You were granted as soon as practicable on or after the Effective Date, a stock option aggregate options to purchase 734,900 1,270,000 shares of the Company’s common stock, and aggregate restricted stock awards of 455,000 shares, pursuant to the Company’s 2002 Equity Incentive Plan and 2011 Incentive Award Plan (collectively, the “Plans”). The attached Exhibit A details the vested and unvested portion of those equity awards. On the Separation Date, all of your equity grants shall cease vesting and any unvested options and restricted stock awards as of such date shall automatically terminate for no consideration, provided, that any outstanding vested options shall remain exercisable until December 31, 2013 (the “OptionExpiration Date”). If, by the Expiration Date, you have not exercised the outstanding vested options in accordance with the procedures set forth in the Plans and your equity award agreements, such options shall terminate and be of no further effect. Notwithstanding the immediately preceding sentence, in the event you are in possession of material, non-public information about the Company, or the Company has prohibited you from selling Company stock on or within 30 days of the Expiration Date, then each of your outstanding options for vested shares shall remain exercisable until the earlier of (i) the date that is 30 days after you are no longer in possession of material non-public information about the Company and/or the date that is 30 days after the Company removes its prohibition regarding your ability to sell Company stock, or (ii) the original 10 year expiration date of the applicable option. Your outstanding incentive stock options (ISOs) (which option shall be issued as an vested and unvested) will convert to nonstatutory stock options (NSOs) if not exercised by the three month anniversary of the Separation Date, in accordance with applicable law. In addition, and notwithstanding the foregoing, you acknowledge that upon the execution of this Agreement, each unexercised “incentive stock option to option” within the maximum extent allowed under Section 422 meaning of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder amended (the “Code”)) pursuant , shall be deemed modified for the purposes of Section 424 of the Code, and, to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (extent the “Plan”). The Option shall be granted with an exercise price equal to thereof is less than the fair market value of the Company’s a share of Company common stock on the date of grantthis Agreement is executed, such option shall no longer qualify as an incentive stock option. Twenty-Five percent (25%) of This conversion shall not affect the Option shall be vested one year from the Effective Date and the remaining portion exercisability or vesting schedule of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planoption.

Equity Grants. The Employee Subject to the approval of the Compensation Committee of the Board, promptly following execution of this Agreement, the Company shall be granted as soon as practicable on or after grant to Executive stock options (the Effective Date, a stock option to purchase 734,900 “Options”) exercisable for 35,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and evidenced by a separate stock option agreement between Executive and the Company. The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company as its SVP on each vesting date (25%) “Continuous Service Status”), the Options shall vest in installments of the Option shall be vested one year from 729 options shares on first 47 monthly anniversaries of the Effective Date and over the remaining portion of such Option shall vest in equal monthly installments over a thirty-six Employment Term (36the first vesting date being on the one (1) month period commencing anniversary of the Effective Date hereof) and 737 options shares on the first day 48th monthly anniversary of the month one year following the Effective Date. In addition to the Options, subject the Board shall give consideration to continued employment by additional equity grants to Executive in subsequent years of the CompanyEmployment Term. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) during the Employment Term in which the acquiring company or if successor company opts not to assume this Agreement, the vesting of the Options will accelerate such that the Options shall be fully vested and exercisable immediately prior to such Change of Control; (ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the Board in its sole discretion, Executive shall exercise the Options or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction; (iii) In the event of a Corporate Transaction, in exchange for the termination of the Employee occurs within two Options, the Board in its sole discretion may make a cash payment to Executive in an amount equal to the product obtained by multiplying (2x) months prior thereto, then the vesting of all equity then owned amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Employee shall accelerate with respect to one hundred percent Option times (100%y) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value Option; (iv) The Options will terminate if not exercised within six (6) months of Executive’s termination from the Company for any reason; (v) All unvested Options will terminate upon the termination of your employment with the Company; (vi) If the Executive breaches the Executive Notice Period set forth in Section 6(d) below, fifty percent (50%) of Executive’s common stock so vested Options shall automatically terminate; and (vii) Unless earlier terminated as to provide no additional benefit to set forth above, the Employee for Options shall expire on the non-payment of the exercise price. The Employee acknowledges and agrees that effective as five (5) year anniversary of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plangrant.

Equity Grants. The Employee shall be granted as soon as practicable on or after On the Effective Date, a stock option to purchase 734,900 shares same date in the first quarter of the Company’s common stock 2019 fiscal year on which equity incentive awards are first granted to other senior executives of the Company (the “OptionGrant Date”) (which option shall be issued as an incentive stock option and subject to the maximum extent allowed under Section 422 Board’s approval and the Executive’s continued employment on the Grant Date, the Executive will be granted: (i) A number of options to acquire Membership Units of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder Parent (the “CodeAnnual Options”)) pursuant and subject to the terms and conditions of the New Academy Holding Company’s , LLC 2011 EmployeeUnit Incentive Plan, Director and Consultant Equity Incentive Plan as may be amended from time to time (the “Plan”), and the form of Option Award Agreement to be provided by the Company, which Annual Options shall have an approximate aggregate grant date fair value equal to $1,250,000.00. (ii) A number of options to acquire Membership Units of the Parent (the “One-Time Options”) pursuant and subject to the terms and conditions of the Plan and the form of Option Award Agreement to be provided by the Company, which One-Time Options shall have an approximate aggregate grant date fair value equal to $750,000.00. The One-Time Options will be vest ratably over a period of four years from the Grant Date based solely on the Executive’s continued employment, subject to and in accordance with the terms and conditions of such Option Award Agreement to be provided by the Company. (iii) Restricted Membership Units of the Parent (the “One-Time Restricted Units”) pursuant and subject to the terms and conditions of the Plan and the form of Restricted Unit Award Agreement to be provided by the Company, which One-Time Restricted Units shall be granted with have an exercise price approximate aggregate grant date fair value equal to the fair market value $750,000.00. Settlement of the One-Time Restricted Units will be conditioned on satisfaction of two vesting requirements before the applicable expiration date set forth in such Restricted Unit Award Agreement: (A) a time- and service-based requirement (the “Time and Service Based Requirement”) and (B) a liquidity event requirement (the “Liquidity Event Requirement”) and further subject to the terms and conditions of such Restricted Unit Award Agreement to be provided by the Company’s common stock . Provided that the Executive is in continuous employment on each applicable vesting date, the date Time and Service Based Requirement will be satisfied ratably over a period of grant. Twentyfour years from the Grant Date (twenty-Five five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Dateeach year), subject to continued employment and in accordance with the terms and conditions of such Restricted Unit Award Agreement to be provided by the Company. Notwithstanding The Liquidity Event Requirement will be satisfied on the foregoing, in connection with a Change of Control earliest to occur. within five (as defined in the Plan5) or if a termination years of the Employee occurs within two (2) months prior theretoGrant Date, then of an initial public offering, and a change of control, subject to and in accordance with the vesting terms and conditions of all equity then owned such Restricted Unit Award Agreement to be provided by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested sharesCompany. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock The Executive’s eligibility for equity awards in future fiscal years will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number determined by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth Board in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plansole discretion.

Equity Grants. The Employee shall be granted as As soon as practicable on or after following the Effective Date, a stock option to purchase 734,900 shares date of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amendedthis Agreement, and the regulations promulgated thereunder (the “Code”)) pursuant to the Companyterms and conditions of Employer’s 2011 Employee, Director and Consultant 2006 Equity Incentive Plan (the “Plan”). The Option shall be granted with , the Compensation Committee, or the Board as appropriate, will grant Executive (i) an exercise option to purchase 300,000 shares of the Employer’s Common Stock at a price per share equal to the fair market value per share of the Company’s common stock Common Stock on the effective date of grantgrant (which shall be established in accordance with the Board’s policies) and (ii) an option to purchase 450,000 shares of the Employer’s Common Stock at a price per share equal to the fair market value per share of the Common Stock on the effective date of grant (which shall be established in accordance with the Board’s policies) (collectively, the “Initial Option Grants”). TwentyOne-Five percent eighth (2512.5%) of the shares subject to the Initial Option Grants shall be vested one year from vest on the Effective Date six (6) month anniversary of the Services Start Date, and the remaining portion of such Option shares shall vest monthly over the next 42 months in equal monthly installments over amounts subject to Executive’s continuing employment with Employer such that the Initial Option Grants shall be fully vested four (4) years following the Services Start Date. In addition, at the first regularly scheduled meeting of the Board following January 1, 2010, the Compensation Committee, or the Board as appropriate, will grant Executive an additional option to purchase at least 50,000 shares of the Employer’s Common Stock at a thirty-six (36) month period commencing price per share equal to the fair market value per share of the Common Stock on the first day effective date of such grant (which shall be established in accordance with the Board’s policies) (such grant, the “2010 Option Grant” and, together with the Initial Option Grants, the “Grants”). The 2010 Option Grant shall vest monthly over the 48 months following the effective date of the month one year 2010 Option Grant such that the 2010 Grant shall be fully vested four (4) years following the Effective Dateeffective date of the 2010 Option Grant, subject to continued Executive’s continuing employment by with Employer. Executive acknowledges that he has no expectation of any additional equity grants other than the CompanyGrants until 2011. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued The Grants shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit subject to the Employee for the non-payment terms and conditions of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Employer’s 2006 Equity Incentive Plan. Except as described herein, no right to any stock is earned or accrued until such time that vesting occurs, nor does the xxxxx xxxxxx any right to continue vesting or employment.

Equity Grants. (a) The Employee Company shall be granted grant to the Executive, effective as soon as practicable on or after of the Effective Date, a non-qualified stock option (the "Option") to purchase 734,900 450,000 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder Company par value $.0001 per share (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”"Common Stock"). The Option grant shall be granted with provide for (i) an exercise price per share equal to the fair market value of the Company’s common stock Common Stock on the date of grant. Twenty-Five percent , (25%ii) of the Option shall be vested one year from the Effective Date except as provided in Sections 10, 11, 12 and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date13, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request rate of one-third (1/3) of the Employeeshares of Common Stock subject to such Option on the date of grant and one-third (1/3) on each of the first and second anniversaries of the Effective Date, (iii) an option term equal to five (5) years and (iv) in the event that the Executive's employment with the Company is terminated on or after the end of the Employment Period, a post-termination exercise period of the remainder of such option term. Except as set forth in this Agreement, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued Option shall be calculated by determining subject to the black scholes value of other terms and conditions similar to those set forth in the grant as if it had been issued solely as stock options Company's Amended and dividing such number by Restated 1997 Equity Incentive Plan (the then current fair market value "Option Plan") (or applied to grants to senior executives of the Company’s common ) and the applicable stock so option agreement which shall reflect the terms set forth herein and which shall be attached as to provide no additional benefit Exhibit A hereto prior to the Employee for Effective Date, in form agreed upon by the non-payment of parties. (b) The Company shall grant to the exercise price. The Employee acknowledges and agrees that Executive, effective as of the date Effective Date, 100,000 shares of Common Stock, of which 66,000 shares will be restricted (such restricted portion, "Restricted Stock"). The grant shall provide for, except as provided in Sections 10, 11, 12 and 13, the vesting of the grant Restricted Stock at the rate of one-half (1/2) of the equity shares of Restricted Stock on each of the first and second anniversaries of the Effective Date. Except as set forth in above, the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 Restricted Stock shall be terminated subject to all other terms and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee conditions of the Company Option Plan and that the definition of “cause” applicable to all such option agreements Restricted Stock agreement which shall be reflect the definition terms set forth herein and not which shall be attached as set forth Exhibit B hereto prior to the Effective Date, in the 2008 Stock Incentive Planform agreed upon by the parties.

Equity Grants. The Employee Subject to approval by the Board of Directors, Executive shall be granted as soon as practicable on or after the Effective Date, eligible to receive a non-qualified stock option to purchase 734,900 (the “Initial Option”) for 500,000 shares of the Company’s common stock (the “OptionShares”) (which option shall ), to be issued granted on or as an incentive stock option soon as practicable after the Start Date and to be granted under and in accordance with the maximum extent allowed under Section 422 terms, definitions and provisions of the Internal Revenue Code of 1986Arch Therapeutics, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Inc. 2013 Stock Incentive Plan (the “Plan”)) and the applicable stock option agreement executed and delivered by Executive and the Company; provided, however, that in the event of any conflict between the terms of the Plan or such stock option agreement and this Agreement, the terms of this Agreement shall prevail and govern. The Initial Option will vest over a period of three (3) years, with a vesting schedule as follows: 25% of the Shares subject to the Initial Option shall vest on the Vesting Commencement Date, and 1/24th of the remaining unvested Shares subject to the Initial Option shall vest commencing on the one-year anniversary of the Vesting Commencement Date and on each of the next twenty-three (23) monthly anniversaries thereafter, subject to Executive’s continued service for the Company through each vesting date. The “Vesting Commencement Date” of the Initial Option shall be granted with an the Start Date. The exercise price of the Initial Option shall be equal to the fair market value “Fair Market Value” of the Company’s common stock (as such term is defined in the Plan) on the date of grantgrant of the Initial Option. Twenty-Five percent In the event (25%i) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as such term is defined in the Plan) or if a termination of the Employee occurs within two (2ii) months prior thereto, then the vesting of all equity then owned Executive’s employment is terminated by the Employee shall accelerate with respect to one hundred percent Company other than For Cause (as defined in Section 4 below), then, in any such case, 100%) % of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common unvested Shares then subject to the Initial Option and then subject to any other then-outstanding stock option or other equity award that may have been granted to be issued shall be calculated by determining the black scholes value Executive under or outside of the grant as if it had been issued solely as stock options Plan shall accelerate and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective become vested as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planevent.

Equity Grants. The Employee Executive shall be granted as soon as practicable on or after the Effective Date, a an incentive stock option pursuant to purchase 734,900 shares of the Company’s common stock equity incentive plan (the “Plan”) of 1,100,000 shares (the “Option”) (which option shall be issued representing the Equity Percentage as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code grant date together with an estimate of 1986, as amended, and the regulations promulgated thereunder (dilutive effect of the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”)IPO. The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from issued as soon as reasonably practicable following the Effective Date and shall be subject to vesting with 1/48th of the remaining portion shares subject to the Option vesting upon the completion of each month of continuous service by Executive as an employee, director or consultant of Company and acceleration of vesting as set forth in Section 8 below. If, following the consummation of the IPO, the Option represents more than the Equity Percentage, then, at Company’s election, Company may cancel up to the number of shares subject to the Option, without additional consideration to Executive, such that the Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on represent the first day Equity Percentage following the consummation of the month one year IPO. If and to the extent the Option shall represent less than the Equity Percentage following the Effective Dateconsummation of the IPO, Company shall grant Executive an additional option to purchase the number of shares of Common Stock of Company constituting, together with the Option, the Equity Percentage immediately following the consummation of the IPO (the “Second Option”). The Second Option shall vest, subject to Executive’s continued employment by employment, over the Company. Notwithstanding same vesting schedule as the foregoing, in connection Option with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to appropriate adjustment such that one hundred percent (100%) of the unvested shares. In lieu shares subject to the Option and the Second Option shall be fully vested and exercisable on the four-year anniversary of the Effective Date, unless earlier terminated or accelerated as provided herein. The Option at and the request Second Option shall each be subject to the terms and conditions of the Employee, Plan and form of agreement thereunder and shall have an exercise price per share equal to the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so Common Stock as to provide no additional benefit to determined by the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of Board in good faith on the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plangrant.

Equity Grants. The Employee shall be On December 17, 2009, the Company granted as soon as practicable on or after to the Effective Date, a stock option Executive options to purchase 734,900 acquire: (a) 760,000 shares of the Company’s Series A Liberty Starz common stock, (b) 8,743,000 shares of Series A Liberty Interactive common stock and (c) 1,353,000 shares of Series A Liberty Capital common stock (collectively, the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”"Original Options"). The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock Original Options applicable to each series of Common Stock equaled the closing sale price of that series, as reported by NASDAQ, on the date of such grant. Twenty-Five percent Except as otherwise provided in this Section or in Section 5, subject to the Executive's continued employment with the Company or any of its Affiliates, 50% of the Original Options of each series will vest on the fourth anniversary of the date of grant of such Original Option and the remaining 50% of the Original Options of each series will vest on the fifth anniversary of the date of grant of such Original Option. Upon the occurrence of a Change in Control, any unvested portion of the Original Options and any other unvested restricted stock, unvested options and other unvested equity or equity derivatives issued or granted to the Executive by (25%a) the Company or (b) any of the Company's Affiliates in full or partial replacement of, as an adjustment to, or otherwise with respect to, any restricted stock, options or other equity or equity derivatives issued or granted to the Executive by the Company) (collectively with the Original Options, the "Equity Awards") will immediately vest in full and, with respect to any Equity Award that is an option or similar equity derivative ("Option Award") such Option Award will be exercisable throughout the remainder of the full original term of the Option shall be vested one year from Award (determined without reference to any provision in such Option Award that reduces the Effective Date and the remaining portion exercisability of such Option shall vest Award upon the Executive's termination of employment with the Company or any of its Affiliates but otherwise in equal monthly installments over a thirty-six (36) month period commencing on accordance with the first day terms and conditions applicable to such Option Award). Notwithstanding the foregoing, any Equity Award issued or granted to the Executive after the date of this Agreement by any Affiliate of the month one year following Company that is the Effective Datesubject of a Spin Transaction for which the Executive is appointed to serve as Chief Executive Officer after such Spin Transaction will not so vest and be exercisable, and any such Equity Award will be subject to continued provisions governing the vesting and exercise of such Equity Award upon termination of the Executive's employment by such Affiliate or upon a change in control of such Affiliate that are at least as favorable to the CompanyExecutive in all material respects as those included in this Agreement, with such changes as may be appropriate to reflect the fact of his employment by such Affiliate. Notwithstanding the foregoing, in connection with a Change of Control the event that any such Equity Award is subject to (as defined in the Planand otherwise not exempt from) or if a termination Section 409A of the Employee occurs within two (2) months prior theretoCode, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent such Equity Award will only vest in full if (100%X) such Change in Control would also be an event described in Section 409A(a)(2)(A)(v) of the unvested shares. In lieu Code or (Y) such vesting would not otherwise subject the Executive to any tax, interest or penalty imposed under Section 409A of the Option at Code (or any regulation promulgated thereunder). For the request avoidance of the Employeedoubt, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number parties hereto acknowledge that all Equity Awards held by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective Executive as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 hereof have been granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planby any of its Affiliates.

Equity Grants. The Employee As soon as is reasonably practicable following the Effective Date (and subject to the Executive’s continued employment on the grant date), the Executive shall be granted as soon as practicable on or after the Effective Date, a stock option to purchase 734,900 shares (i) restricted Membership Units of the Company’s common stock Parent (the “OptionRestricted Units”) (which option shall be issued as an incentive stock option pursuant and subject to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986New Academy Holding Company, LLC 2011 Unit Incentive Plan, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant may be amended from time to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan time (the “Plan”). The Option , and the terms and conditions of the form of Restricted Unit Award Agreement attached hereto as Exhibit A, which Restricted Units shall be granted with have an exercise aggregate grant date fair value equal to $4,000,000 based on a price per unit equal to the then-current fair market value per Membership Unit of the Parent, as determined by the Board, and (ii) a number of options to acquire Membership Units of the Parent (the “Options”) pursuant and subject to the Plan and the terms and conditions of the form of Option Award Agreement attached hereto as Exhibit B, which Options shall have a grant date fair value equal to $3,000,000. Commencing with the Company’s common stock 2019 fiscal year and provided that the Executive remains employed by the Company on the applicable grant date, (A) the Executive shall be eligible to receive an annual equity award, in the form of Options or Restricted Units (as determined by the Board (or a committee thereof) in its sole discretion; provided, that the award shall be in the same form as awards made to other senior executives on the same date) having an aggregate grant date fair value equal to $4,000,000, (B) any time-vesting component of such annual equity award will provide for ratable monthly vesting over the applicable vesting period for such award (subject, for any portion of the award that has both time and performance vesting, to any modifications imposed by the applicable performance vesting conditions, such as no vesting occurring prior to the date on which it is determined that the applicable performance conditions have been achieved), (C) if the Executive is terminated by the Company without Cause (as defined below) or resigns for Good Reason (as defined below) prior to the sixth monthly anniversary of the grant date of an annual equity award, that number of shares subject to the time-vesting component of such award (but, for the avoidance of doubt, not any portion of the award that is subject to both time vesting and performance vesting) that would have satisfied the time-vesting component if the Executive’s employment had continued through such sixth monthly anniversary shall be deemed to have satisfied such time-vesting component on the date of grant. Twenty-Five percent termination, (25%D) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock awards will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock continue for so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee Executive remains in the service of the Company Group (whether as an employee or director), and that (E) such equity award shall otherwise have the definition of “cause” same terms and conditions applicable to all such option agreements shall be equity awards made to other senior executives on the definition set forth herein and not same date, as set forth determined by the Board (or a committee thereof) in the 2008 Stock Incentive Planits sole discretion.

Equity Grants. The Employee shall be granted as soon as practicable on On or after before the Effective Commencement Date, a stock option to purchase 734,900 the Company shall grant the Executive 27,055,529 shares of the Company’s common Common Stock in the form of stock options (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “PlanGrant”). The Option Grant shall represent eight (8%) percent stock ownership in the Company on a fully diluted basis and assuming all tranches of the Company’s Series D Preferred Stock are completed. The exercise price per share of the Grant shall be granted $0.06, and is based, in part, on a third party valuation obtained by the Company’s Board of Directors and is not less than the “fair market value” (determined based on a reasonable application of a reasonable valuation method not inconsistent with Section 409A of the Code). The Grant shall be subject to the other terms and conditions set forth in the applicable stock option. The Grant shall vest as follows: (i) 16,909,705 shares of Common Stock (five (5%) percent) shall be subject to four year vesting with one fourth of such shares to vest after one year and the remaining shares to vest monthly over the remaining three years. (ii) Up to 6,763,8S2 shares of Common Stock (two (2%) percent) shall vest, based on the Series D Return Percentage multiplied by such number of shares, upon the earlier of (i) the closing of a Change of Control; or (ii) the date (or the next business day if such date is not a business day) which is twelve months following effective date of the Company’s initial public offering (the “Measurement Date”) of Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended (“IPO”); (A) The term Series D Preferred Return Percentage shall mean the percentage obtained by dividing the difference between the Series D Return and the Minimum Return by the difference between the Minimum Return and the Maximum Return where: (B) The term Series D Return means (i) in connection with a Change in Control, the dollar amount paid per share for each share of Series D Preferred Stock; and (ii) in connection with an exercise IPO the per share price equal to the fair average closing sales price on the principal trading market value of or exchange for the Company’s common stock for the 20 trading days ending on the date business day prior to the Measurement Date; (C) The term Minimum Return means $0.5145 per share (or three (3x) times the Series D price of grant. Twenty-Five percent $0.1715 and subject to appropriate adjustment to reflect any stock split, stock dividend, reverse stock split or similar corporate event affecting the Series D Preferred Stock); (25%D) Maximum Return means $0.8575 per share (or five (5x) times the Series D price of $.1715 and subject to appropriate adjustment to reflect any stock split, stock dividend, reverse stock split or similar corporate event, affecting the Option Series D Convertible Preferred Stock); (E) For avoidance of doubt, if the Series D Return equals $0.60 then 1,685,559 shares shall be vested one year from vest which is calculated as follows, difference between the Effective Date Series D Return and the remaining portion Minimum Return by the difference between the Minimum Return and the Maximum Return (($0.60 – $0.5145)/($0.8575 – $0.5145) = 24.92%). Further, it is understood that (i) no shares shall vest if the Series D Return is less than the Minimum Return; (ii) all of such Option shares shall vest in if the Series D Return is equal monthly installments over a thirty-six to or greater than the Maximum Return; and (36iii) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, any shares that do not vest in connection with a Change of in Control or on an IPO Measurement Date shall expire and no longer be subject to vesting in any manner. (as defined in the Planiii) 1,690,971 shares or if a termination of the Employee occurs within two one half (2.5%) months prior thereto, then the vesting of all equity then owned percent shall vest on approval by the Employee shall accelerate with respect U.S. Food and Drug Administration of a 510K to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 Monarch 250 proton beam radiotherapy system (“Monarch System”). (iv) 1,690,971 shares or one half (.5%) percent shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services first customer acceptance of a Monarch System. (v) The Grant will have an early exercise provision subject to Company repurchase rights consistent with the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planvesting schedule.

Equity Grants. The Employee During the Term of Employment, the Executive shall be eligible for equity or equity-based awards that may be granted to the Executive at such times, in such amounts and in such manner as soon as practicable on the Board may determine in its sole discretion. Any such equity or after equity-based awards shall be subject to the terms and conditions set forth in the applicable plan and award agreement. In addition, within thirty (30) days following the Effective Date, the Executive shall be granted a stock new hire option to purchase 734,900 32,000 shares of the Company’s common stock (the “New Hire Option”) ), which shall vest as follows (which option shall be issued as an incentive stock option in each case, subject to Executive’s continued employment with the maximum extent allowed under Section 422 Company from the grant date through the applicable vesting date): 1/12 of the Internal Revenue Code New Hire Option shall become vested and exercisable on January 2, 2024 and thereafter the New Hire Option shall vest monthly in substantially equal 1/36th increments on the last day of 1986each month, as amendedbeginning on January 31, 2024 through the last day of the month containing the third anniversary of the grant date of the New Hire Option (such that the New Hire Option would be fully vested and exercisable on the regulations promulgated thereunder (last day of the “Code”month containing the third anniversary of its grant date)) pursuant to ; provided, however, that Executive’s continued holding of the New Hire Option is contingent upon the annual automatic increase in the share pool under the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan on January 1, 2024 being sufficient to cover all shares of the Company’s common stock underlying the New Hire Option (and if such automatic increase is not so sufficient, the “Plan”New Hire Option shall terminate immediately on January 2, 2024 with no compensation or other payment due to Executive or any other Person). Executive agrees that the New Hire Option may not be exercised prior to the date that is four months after the New Hire Option has been granted. The New Hire Option shall be granted with an have a per share exercise price equal to the fair market value closing price of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plandate.

Equity Grants. The Employee shall be granted as soon as practicable on or after During the Employment Term, in addition to any entitlements pursuant to grants made to the Executive prior to the Effective Date, Executive will be eligible to receive the following restricted stock units (“RSUs”) and other equity awards: (i) In the next open trading window following the Effective Date, Executive will receive an award of RSUs with a stock option grant date accounting value equal to purchase 734,900 shares of the Company’s common stock $3,000,000 (the “OptionRetention Equity Award”) (which option shall be issued as an incentive stock option ), subject to the maximum extent allowed under Section 422 approval of the Internal Revenue Code Compensation Committee of 1986the Board (the “Compensation Committee”). Subject to the accelerated vesting provisions set forth herein, the Retention Equity Award will vest as amendedto 1/3 of the RSUs on the one (1)-year anniversary of the Effective Date, and the regulations promulgated thereunder (remainder of the “Code”)) pursuant RSUs subject to the Company’s 2011 Employee, Director and Consultant Retention Equity Incentive Plan Award will vest on the two (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value 2)-year anniversary of the Company’s common stock on Effective Date, so that the date of grant. Twenty-Five percent Retention Equity Award will be fully vested two (25%2) of the Option shall be vested one year years from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment Executive continuing to provide services to the Company through the relevant vesting dates. (ii) Following the Effective Date and for each fiscal year of the Company thereafter during the Employment Term, Executive will be eligible to receive equity awards (“Annual Equity Awards”), in such amounts and with such terms as determined by the Company. Notwithstanding the foregoing, in connection with a Change of Control Compensation Committee. (as defined in the Planiii) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock The Retention Equity Award and each Annual Equity Award will be issued at par value. If subject to the equity to be issued is restricted common stock terms, definitions and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value provisions of the Company’s common 2007 Long Term Incentive Plan, as amended (the “Incentive Plan”) and the RSU stock so as to provide no additional benefit to option, and/or restricted stock agreements by and between Executive and the Employee for Company (the non-payment “Equity Grant Agreements”), all of the exercise price. The Employee acknowledges and agrees which documents are incorporated herein by reference; provided, however, that effective as of the date of the grant of the equity as set forth this Agreement shall control in the preceding paragraph, option agreement No. SP-0040 granted by event of a conflict between this Agreement and the Company to Equity Grant Agreements. (iv) In the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges event that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee both Executive is providing services as a director, consultant or an employee of the Company and the Retention Equity Award is not awarded as of the one (1)-year anniversary of the Effective Date, the Company agrees to make a cash payment in the amount of $1,000,000, less applicable withholding, to Executive. In the event that both Executive is an employee and the definition Retention Equity Award is not awarded as of “cause” the two (2)-year anniversary of the Effective Date, the Company agrees to make an additional cash payment in the amount of $2,000,000, less applicable withholding, to all such option agreements Executive. If the Retention Equity Award is granted after the one (1)-year anniversary of the Effective Date but before the two (2)-year anniversary of the Effective Date, it will be equivalent only to grant date accounting value of the amount remaining, i.e., $2,000,000. In addition, the full (or remaining, as applicable) payment(s) shall be subject to the definition set forth herein and not as set forth acceleration provision contained in Section 7(a) in the 2008 Stock Incentive Planevent the acceleration is triggered and the Retention Equity Award has still not been granted. For purposes of clarity, the cash payments described in this Section 3(c)(iv) would be in lieu of the Retention Equity Award, not in addition to it. Upon the grant of the Retention Equity Award, this Section 3(c)(iv) immediately terminates.

Equity Grants. The Employee shall be granted as soon as practicable Compensation Committee of the Board of Directors of the Company approved the following equity grants to you on or after December 10, 2008 (“date of grant”): (a) A nonqualified option (the Effective Date, a stock option “2008 Options”) to purchase 734,900 150,000 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director Amended and Consultant Equity Restated 2005 Long Term Incentive Plan (the “Plan”). The Option shall be granted with an per share exercise price equal to is the fair market value closing price of the Company’s common stock on the date of grantgrant and the 2008 Options shall vest subject to your continued employment on the applicable vesting dates (except as set forth in the following sentences) in equal annual installments of 25% commencing on March 31, 2010 (full vesting on March 31, 2013). Twenty-Five percent (25%) In the event of a termination of your employment by the Company without Cause or by you for Good Reason, the 2008 Options will remain outstanding and continue to vest until the next vesting date and if such termination occurs within 12 months following a Change of Control of the Option shall be vested one year from Company (as defined in the Effective Date and Plan), the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on 2008 Options would remain outstanding through the first day of the month one year following the Effective Datenext two vesting dates, subject to continued employment your execution of a release of claims in a form approved by the Company. Notwithstanding Company and continued compliance with the foregoingTrade Secret and Proprietary Information Agreement; provided, however, that in no event shall a transaction between HLTH Corporation (“HLTH”) and the Company constitute a Change of Control and provided further that a Change of Control of the Company shall not be deemed to have occurred if a split-off, spin-off or other transaction that results in the Company no longer being a subsidiary or affiliate of HLTH that occurs in connection with a Change of Control (as defined of HLTH. The 2008 Options will have a term of ten years, subject to earlier expiration in the Plan) or if a event of termination of employment in accordance with the Employee occurs within two (2) months prior thereto, then Plan. Subject to the vesting terms of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employeethis Section, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued 2008 Options shall be calculated evidenced by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to standard form of option agreement. (b) 12,500 shares of Restricted Stock (the Employee for “2008 Restricted Shares”) under the non-payment terms of the exercise pricePlan. The Employee acknowledges 2008 Restricted Shares shall vest and agrees that effective as of the date of the grant of the equity as set forth restrictions thereon lapse in the preceding paragraph, option agreement Nosame manner as the 2008 Options subject to your continued employment on the applicable vesting date. SP-0040 granted The 2008 Restricted Shares shall be evidenced by the Company to the Employee as Company’s standard form of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planrestricted stock agreement.

Equity Grants. The Employee Company shall be granted as soon as practicable on or after grant to Executive stock options (the Effective Date, a stock option to purchase 734,900 “Options”) exercisable for 50,000 shares of the Company’s common stock (the “OptionCommon Stock”) (which option ). The Options shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) granted pursuant to and governed by the terms of the Company’s 2011 Employee, Director and Consultant 2015 Equity Incentive Plan Plan, as amended from time to time (the “Plan”), and evidenced by a separate stock option agreement between Executive and the Company. The Option exercise price of the Options shall be granted with an exercise price equal to no less than the fair market value of the Company’s common stock shares of Common Stock on the date of grant, as determined in good faith by the Board. Twenty-Five percent Subject to the accelerated vesting described herein and Executive remaining continuously employed by the Company as its CEO on each vesting date (25%) “Continuous Service Status”), the Options shall vest in installments of the Option shall be vested one year from 2,083 options shares on first 23 monthly anniversaries of the Effective Date and over the remaining portion of such Option shall vest in equal monthly installments over a thirty-six Employment Term (36the first vesting date being on the one (1) month period commencing anniversary of the Effective Date hereof) and 2,091 option shares on the first day 24th monthly anniversary of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding anything to the foregoingcontrary set forth in the Plan, in connection with the Options shall have the following terms: (i) In the event of a Change of Control (as defined in the Plan) during the Employment Term in which the acquiring company or if successor company opts not to assume this Agreement, the vesting of the Options will accelerate such that the Options shall be fully vested and exercisable immediately prior to such Change of Control; (ii) In the event of a Corporate Transaction (as defined in the Plan), at the option of the Board in its sole discretion, Executive shall exercise the Options or such failure to exercise will result in the Options terminating immediately prior to such Corporate Transaction; provided that, for purposes of this agreement, a Corporate Transaction will not be deemed to have occurred solely due to the Company reducing the size of its asset base through restaurant refranchising; (iii) In the event of a Corporate Transaction, in exchange for the termination of the Employee occurs within two Options, the Board in its sole discretion may make a cash payment to Executive in an amount equal to the product obtained by multiplying (2x) months prior thereto, then the vesting of all equity then owned amount (if any) by which the transaction proceeds per share exceed the exercise price per share covered by the Employee shall accelerate with respect to one hundred percent Option times (100%y) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number Common Stock covered by the then current fair market value Option; (iv) The Options will terminate if not exercised within six (6) months of Executive’s termination from the Company’s common stock so as Company for any reason; (v) Subject to provide no additional benefit to (iv) above, the Employee for Options shall expire on the non-payment of the exercise price. The Employee acknowledges and agrees that effective as ten (10) year anniversary of the date of grant; and (vi) If the grant of Executive breaches the equity as Executive Notice Period set forth in the preceding paragraphSection 6(d) below, option agreement No. SP-0040 granted by the Company to the Employee as fifty percent (50%) of April 30, 2011 Executive’s vested Options shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planautomatically terminate.

Equity Grants. The Employee shall be granted Subject to approval by the Board, as soon as practicable on or after the Effective Date, a stock option which such approval shall not be unreasonably withheld, you will be granted an award to purchase 734,900 400,000 shares of common stock of the Company (which is no less than approximately 1.57% of the Company’s common stock Fully-Diluted Capitalization assuming the completion of the first and second tranche closings contemplated in the Company’s Series Seed Preferred Stock financing on the date of this Agreement) (the “OptionRestricted Shares”) pursuant to the terms and conditions of the Company’s 2021 Stock Option and Grant Plan (which option as amended from time to time, the “Plan”) and the applicable stock purchase agreement thereunder. The per share purchase price for the Restricted Shares shall be issued as an incentive stock option equal to the maximum extent allowed fair market value of a share of common stock of the Company on the date of grant as determined by the Company’s then-current 409A valuation in effect. Upon the execution of the stock purchase agreement for the Restricted Shares and purchase thereof, you may file an election under Section 422 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder amended (the “Code”)) pursuant to , for any unvested portion of the Company’s 2011 EmployeeRestricted Shares, Director and Consultant Equity Incentive Plan (within 30 days after the transfer of such shares. As used herein, “Plan”). The Option shall be granted with an exercise price equal to the fair market value of Fully-Diluted Capitalization” means the Company’s common stock outstanding (treating all directly or indirectly convertible or exercisable or exchangeable securities on the date an as-converted, as exercised, or as exchanged basis, as applicable), including all shares of grantCompany’s capital stock reserved and available for issuance under any equity incentive plan or similar arrangement. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective DateIn addition, subject to continued employment approval by the Company. Notwithstanding Board, which approval shall not be unreasonably withheld, upon the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value completion of the Company’s common first preferred stock so as to provide no additional benefit to the Employee for the non-payment financing following completion of the exercise price. The Employee acknowledges and agrees last tranche of funding in the Company’s Series Seed Preferred Stock financing, you will be granted such additional equity awards as necessary to ensure that effective your ownership represents no less than 1.1% of the Fully-Diluted Capitalization as of the date initial closing of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planpreferred stock financing.

Equity Grants. The Employee (i) At the first Board meeting following the Start Date and provided the Company has received an independent valuation of the Company’s common stock in accordance with the provisions of Section 409A (as defined in Section 11), the Company shall recommend that Executive be granted as soon as practicable on or after the Effective Date, a (1) an early exercisable stock option to purchase 734,900 a total of 7,741,000 shares of the Company’s common stock (the “Initial Option”) and (which option shall be issued as 2) an incentive early exercisable stock option to the maximum extent allowed under Section 422 purchase 484,000 shares of the Internal Revenue Code company’s common stock (the “Performance Option”). In addition, at the first Board meeting following the Company’s completion of 1986its next equity round of financing and provided the Company has received a current independent valuation of the Company’s common stock in accordance with the provisions of Section 409A, as amendedit will be recommended that Executive be granted, subject to Executive’s continued employment on the date of grant, an additional early exercisable option (the “Top-Up Option”) to purchase a number of shares of the Company’s common stock such that the sum of the combined ownership percentage in the Company covered by the Initial Option, and the regulations promulgated thereunder Top-Up Option would equal four percent (4%) of the Company’s fully diluted common stock (on an as-converted basis) immediately following the final closing of such financing provided that the gross amount of the financing is no more than $20 million dollars. For the avoidance of doubt, if the gross amount raised in the next equity financing is more than $20 million, the four percent (4%) fully diluted ownership percentage will still be based on a $20 million gross financing even if the actual amount of the financing is a greater amount. The Initial Option, Performance Option and Top-Up Option is referred to herein as the “Options.” (ii) The vesting commencement date for the Initial Option and the Performance Option, shall be the Start Date (the “CodeVesting Commencement Date”)) pursuant to and the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option exercise price shall be granted with an exercise price at least equal to the fair market value of the Company’s common stock on the date of grant. TwentyThe vesting commencement date for the Top-Five Up Option, if granted will be the date of closing of the financing referred to in Section 3(d)(i) above (the “Top-Up Vesting Commencement Date”). The Options will be, to the maximum extent possible under the $100,000 rule of Section 422(d) of the Code, “incentive stock options” (as defined in Section 422 of the Code). Subject to any accelerated vesting provisions, the Initial Option and any Top-Up Option will vest as to twenty-five percent (25%) of the shares subject to the Initial Option shall be vested one year from and any Top-Up Option on the Effective twelve (12) month anniversary of the Vesting Commencement Date and the remaining portion Top-Up Vesting Commencement Date respectively and as to 1/48th of the shares subject to the Initial Option and any Top-Up Option each month thereafter on the monthly anniversary of the Vesting Commencement Date and the Top-Up Vesting Commencement Date respectively so that the Initial Option and any Top-Up Option will be fully vested on the four (4) year anniversary of the Vesting Commencement Date and the Top-Up Vesting Commencement Date respectively, subject to Executive’s continued service to the Company through each such vesting date. Subject to any accelerated vesting provisions, the Performance Option will vest as follows (A) 242,000 shares subject to the Performance Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on upon the first day “tools” portion of the month one year following business becoming profitable in accordance with Generally Accepted Accounting Principles and (B) 242,000 shares subject to the Effective DatePerformance Option shall vest upon the Federal Drug Administration’s (the “FDA”) final approval of a NanoString submitted in vitro diagnostic test, subject to Executive’s continued employment by service to the Company through such applicable event. The Options will be subject to the terms, definitions and provisions of the Company. ’s 2004 Stock Option Plan (the “Equity Plan”) and the applicable stock option agreement(s) by and between Executive and the Company (the “Option Agreement”), each of which documents are incorporated herein by reference. (iii) Notwithstanding the foregoing, in connection with the event that there is a Change of in Control (as such term is defined in the Equity Plan), then (i) or if a termination the Change in Control is consummated prior to the last day of the Employee occurs within two (2) months prior thereto18th month following the Start Date, then the vesting unvested Options that would have vested through the last day of all equity the 12 month anniversary of the Change in Control shall be immediately and fully vested; and (ii) if the Executive is Involuntary Terminated upon or within twelve (12) months after the effective date of such Change in Control, then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the then unvested shares. In lieu portion of the Option at the request of the Employee, the Company Options shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock immediately vest and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing become exercisable upon such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plantermination.

Equity Grants. The Employee shall be granted as soon as practicable on or after We will request that the Effective Date, Board approve a grant for you of non-qualified stock option options to purchase 734,900 2,839,524 shares of the Company’s common stock of Holdings (the “Option”’’) (and 1,582,685 shares of restricted common stock or restricted common stock units, at your election, which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 together represent approximately 4.75% of the Internal Revenue Code fully-diluted capitalization of 1986Holdings (collectively, as amendedthe “Equity Awards”). One-quarter (1/4) of each Equity Award will vest on the first anniversary of the Commencement Date, and the regulations promulgated thereunder remainder of each Equity Award will vest in equal quarterly installments for I he subsequent three (3) years, in each case subject to your continued employment with the Company on such date; provided that the Option will contain an “Code”)) pursuant early exercise” provision that allows you to exercise the Company’s 2011 Employeeoption as to vested and unvested shares, Director and Consultant Equity Incentive Plan (the “Plan”)subject to a right of repurchase with respect to unvested shares at your original cost. The Option shall be granted with an exercise price equal to for the Option will be determined based on the fair market value of the Company’s Holdings’ common stock on the date of grant. Twenty-Five percent (25%) The Option shall be designated as an “incentive stock option” to the maximum extent possible. As a member of the executive team, we will request that the Board grant your Equity Awards with double trigger change in control vesting acceleration. As such, pursuant to the terms of the Option shall Grant Notice and Agreement (the “Option Agreement”) and Restricted Stock/Restricted Stock Unit Grant Notice and Agreement (the “RS/RSU Agreement”) to be vested one year from provided by Holdings, and in addition to any and all severance benefits set forth in this Letter Agreement, in the Effective Date and event your employment with the remaining portion Company is terminated by the Company (other than for Cause (as defined in Exhibit A hereto) or on account of such Option shall vest your death or permanent disability) or by you for Good Reason (as defined in equal monthly installments over a thirty-six (36) month period Exhibit A hereto), at any time commencing on the first day of date the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with Company enters into a definitive agreement providing for a Change of in Control (as defined in the PlanExhibit A hereto) or if a termination of the Employee occurs within two and ending twelve (212) months prior theretofollowing the closing of such Change in Control, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) then-unvested portion of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock Equity Awards will accelerate and be issued at par value. If the equity deemed to be issued is restricted common stock and not stock optionsvested in full as of your termination date, the number of shares of restricted common stock subject to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value your execution of the Company’s common stock so as to provide no additional benefit to the Employee for the nonstandard form of release agreement not later than forty-payment of the exercise price. The Employee acknowledges five (45) days following your termination date (in which you release any and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated all known and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of unknown claims you may have against the Company and that its affiliates). The Equity Awards will otherwise be subject to the definition of “cause” applicable to all such option agreements shall be the definition set forth herein terms and not as set forth conditions specified in the 2008 Option Agreement, the RS/RSU Agreement and Holdings’ 2016 Stock Incentive Plan, each of which will be provided by Holdings.

Equity Grants. (a) The Employee Company shall be granted grant to the Executive, effective as soon as practicable on or after of the Effective Date, a non-qualified stock option to purchase 734,900 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 purchase 450,000 shares of the Internal Revenue Code common stock of 1986, as amended, and the regulations promulgated thereunder Company par value $.0001 per share (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “PlanCommon Stock”). The Option grant shall be granted with provide for (i) an exercise price per share equal to the fair market value of the Company’s common stock Common Stock on the date of grant. Twenty-Five percent , (25%ii) of the Option shall be vested one year from the Effective Date except as provided in Sections 10, 11, 12 and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date13, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request rate of one-third ( 1/3) of the Employeeshares of Common Stock subject to such Option on the date of grant and one-third ( 1/3) on each of the first and second anniversaries of the Effective Date, (iii) an option term equal to five (5) years and (iv) in the event that the Executive’s employment with the Company is terminated on or after the end of the Employment Period, a post-termination exercise period of the remainder of such option term. Except as set forth in this Agreement, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued Option shall be calculated by determining subject to the black scholes value of other terms and conditions similar to those set forth in the grant as if it had been issued solely as stock options Company’s Amended and dividing such number by Restated 1997 Equity Incentive Plan (the then current fair market value “Option Plan”) (or applied to grants to senior executives of the Company’s common ) and the applicable stock so option agreement which shall reflect the terms set forth herein and which shall be attached as to provide no additional benefit Exhibit A hereto prior to the Employee for Effective Date, in form agreed upon by the non-payment of parties. (b) The Company shall grant to the exercise price. The Employee acknowledges and agrees that Executive, effective as of the date Effective Date, 100,000 shares of Common Stock, of which 66,000 shares will be restricted (such restricted portion, “Restricted Stock”). The grant shall provide for, except as provided in Sections 10, 11, 12 and 13, the vesting of the grant Restricted Stock at the rate of one-half ( 1/2) of the equity shares of Restricted Stock on each of the first and second anniversaries of the Effective Date. Except as set forth in above, the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 Restricted Stock shall be terminated subject to all other terms and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee conditions of the Company Option Plan and that the definition of “cause” applicable to all such option agreements Restricted Stock agreement which shall be reflect the definition terms set forth herein and not which shall be attached as set forth Exhibit B hereto prior to the Effective Date, in the 2008 Stock Incentive Planform agreed upon by the parties.

Equity Grants. The Employee During the Term of Employment, the Executive shall be eligible for equity or equity-based awards that may be granted to the Executive at such times, in such amounts and in such manner as the Board (excluding the Executive) may determine in its sole discretion. Any such equity or equity-based awards shall be subject to the terms and conditions set forth in the applicable plan and award agreement. In addition, within thirty (30) days following the Effective Date the Executive shall be granted as soon as practicable on or after the Effective Date, a stock new hire option to purchase 734,900 475,000 shares of the Company’s common stock (the “New Hire Option”) ), which shall vest as follows (which option shall be issued as an incentive stock option in each case, subject to Executive’s continued employment with the maximum extent allowed under Section 422 Company from the grant date through the applicable vesting date): 1/12 of the Internal Revenue Code New Hire Option shall become vested and exercisable on January 1, 2021 and thereafter the New Hire Option shall vest monthly in substantially equal 1/36th increments on the last day of 1986each month, as amendedbeginning on January 31, 2021 through the last day of the month containing the third anniversary of the grant date of the New Hire Option (such that the New Hire Option would be fully vested and exercisable on the regulations promulgated thereunder (last day of the “Code”month containing the third anniversary of its grant date)) pursuant ; provided, however, that Executive’s continued holding of the New Hire Option is contingent upon the annual automatic increase in the share pool under the Diffusion Pharmaceuticals Inc. 2015 Equity Incentive Plan on January 1, 2021 being sufficient to cover all shares of the Company’s 2011 Employeecommon stock underlying the New Hire Option (and if such automatic increase is not so sufficient, Director and Consultant Equity Incentive Plan (the “Plan”New Hire Option shall terminate immediately on January 2, 2021 with no compensation or other payment due to Executive or any other Person). Executive agrees that the New Hire Option may not be exercised prior to the date that is four months after the New Hire Option has been granted. The New Hire Option shall be granted with an have a per share exercise price equal to the fair market value closing price of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plandate.

Equity Grants. The Employee At the next regularly scheduled grant date of equity awards for officers, Executive shall be granted as soon as practicable on or after receive the Effective Date, a stock following grants: (i) An option to purchase 734,900 80,000 shares of the Company’s common stock (the “Option”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”). The Option shall be granted with an exercise price equal to the fair market value per share of the Company’s common stock on the date of grantgrant date. Twenty-Five percent (25%) The option will become exercisable with respect to the shares as follows: 1% of the Option shares shall be vested one immediately exercisable on the grant date; 24% of the shares shall become exercisable upon Executive’s completion of 1 year of employment measured from the Effective Date and the remaining portion of such Option shares shall vest become exercisable in 36 equal monthly installments over upon Executive’s completion of each month of employment thereafter. The option will have a thirty-six (36) month term of ten years measured from the grant date subject to earlier termination upon Executive’s termination of employment. Subject to Section 2.6(iii), upon a Change in Control while Executive is employed by the Company, the option to the extent outstanding shall become exercisable for all the shares and the option as so accelerated will remain exercisable for a period commencing on the first day of the month one 1 year following the Effective Date, subject to continued employment by the CompanyChange in Control. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination The remaining terms of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock option will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraphform option agreement. (ii) A restricted stock units with respect to 30,000 shares of common stock. The restricted stock unit award shall vest with respect to one-third (1/3rd) of the shares upon Executive’s completion of six (6) months of employment measured from the Effective Date, option agreement Noone-third (1/3rd) of the shares upon Executive’s completion of 24 months of employment measured from the Effective Date and the remaining one-third (1/3rd) of the shares upon Executive’s completion of 36 months of employment measured from the Effective Date. SP-0040 granted Subject to 2.6(iii), upon a Change in Control while Executive is employed by the Company to Company, the Employee as of April 30, 2011 shall be terminated and of no further force and effectrestricted stock units will accelerate in full. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its remaining terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall RSU award will be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planform RSU agreement. (iii) In the event that any payments or benefits to which Executive becomes entitled in accordance with the provisions of this Agreement (or any other agreement with the Company or other affiliated company) would otherwise constitute a parachute payment under Section 280G(b)(2) of the Internal Revenue Code, then such payments and/or benefits will be subject to reduction (including a reduction in the number of shares that vest on an accelerated basis) to the extent necessary to assure that Executive receives only the greater of (i) the amount of those payments which would not constitute such a parachute payment or (ii) the amount which yields Executive the greatest after-tax amount of benefits after taking into account any excise tax imposed under Code Section 4999 on the payments and benefits provided Executive under this Agreement (or on any other payments or benefits to which Executive may become entitled in connection with any change in control or ownership of the Company. All calculations required under this Section 2.6 shall be performed by the Company’s independent registered public accounting firm. (iv) For purposes of this Agreement, a Change in Control shall mean a change of ownership or control of the Corporation effected through any of the following transactions: (A) a merger or consolidation in which securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities are transferred to a person or persons different from the persons holding those immediately prior to such transaction; (B) the sale, transfer or other disposition of all or substantially all of the Corporation’s assets in complete liquidation or dissolution of the Corporation; or (C) the acquisition, directly or indirectly, by any person or related group of persons (other than the Corporation or a person that directly or indirectly controls, is controlled by, or is under common control with, the Corporation), of beneficial ownership (within the meaning of Rule 13d-3 of the 0000 Xxx) of securities possessing more than fifty percent (50%) of the total combined voting power of the Corporation’s outstanding securities pursuant to a tender or exchange offer made directly to the Corporation’s stockholders which the Board recommends such stockholders to accept.

Equity Grants. The Employee Company shall be granted as soon as practicable on or after grant the Effective DateExecutive equity awards in the form of restricted stock units of Xxxxxx.xxx, a Inc. (“RSUs”) and stock option options to purchase 734,900 shares of the Company’s common stock Xxxxxx.xxx, Inc. (the “OptionOptions”) (which option shall be issued as an incentive stock option to the maximum extent allowed under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (collectively the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “PlanGrants”). The Option shall be granted with an exercise price equal to the aggregate fair market value of the Company’s common stock Equity Grants shall be $700,000, fifty percent (50%) of which shall be in the form of RSUs (valued at the closing price of the shares of Xxxxxx.xxx Inc. as of the Effective Date) and fifty percent (50%) of which shall be Options (valued under a Black-Scholes model on the date of grant based on the assumptions used by the Company for its financial reporting purposes, which includes market price, historic price volatility up to the date of grant, risk-free interest rate (U.S. Govt) on the date of grant. Twenty-Five percent (25%) , and the expected life of the Option option). The Options shall be vested one subject to a four year from the Effective Date semi-annual vesting schedule and the remaining portion of such Option RSUs shall vest become vested only upon the New CEO Commencement Date. Shares shall be issued in equal monthly installments over a thirty-six (36) month period commencing on the first day settlement of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, vested RSUs as soon as reasonably practicable (but in connection with a Change of Control (as defined in the Planno event more than 30 days) or if a termination of the Employee occurs within two (2) months prior thereto, then after the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, date and the Company shall issue restricted common stockhave the discretion to provide for a net issuance of such shares in satisfaction of the minimum required tax withholding obligation. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued The Equity Grants shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit subject to the Employee for the non-payment of the exercise price. The Employee acknowledges other terms and agrees that effective as of the date of the grant of the equity as conditions set forth in the preceding paragraphapplicable equity plan, option agreement Norestricted stock unit and stock options agreements (collectively the “Equity Documents”). SP-0040 granted by In the event the Executive’s employment ends but Executive continues a service relationship with the Company to as a Director, consultant or otherwise, the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall Options will continue to vest upon its in accordance with the terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth Equity Documents. Further, in the 2008 Stock Incentive Planevent that either (i) Executive seeks re-election but is not re-elected to the Board effective September 30, 2011, or (ii) after the New CEO Commencement Date the Executive dies or becomes unable to continue his Board service due to Disability, the then outstanding unvested portion of the Options shall immediately vest.

Equity Grants. The Employee shall be granted as soon as practicable on or after Subject to the Effective Date, a stock option to purchase 734,900 shares approval of the Company’s common stock Board or Compensation Committee of the Board (including any delegate thereof, the “Committee”), as applicable, the Company shall grant Employee the following equity awards: (i) Initial Option Grant. Executive will receive an option (the “Option”) to purchase a number of shares of common stock of the Company (which option shall each a “Share”) equal to two-tenths of one percent (0.2%) of the anticipated fully diluted Shares of the Company as of the De-SPAC Closing. The Option will be issued as an incentive stock option to the maximum extent allowed permitted under Section 422 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Incentive Plan (the “Plan”)applicable law. The Option shall be granted with an as soon as reasonably practicable after the date of this Agreement or, if later, the Start Date. The exercise price per Share will be equal to the fair market value of the Company’s common stock per Share on the date the Option is granted, as determined by the Board in good faith. There is no guarantee that the Internal Revenue Service will agree with this value. Executive should consult with Executive’s own tax advisor concerning the tax risks associated with accepting the Option. The term of grantthe Option shall be ten (10) years, subject to earlier expiration in the event of the termination of Executive’s services to the Company. TwentySubject to any vesting acceleration rights Executive may have, the Option will vest as to twenty-Five five percent (25%) of the total Shares subject to the Option shall be vested one year from on the Effective Date and the remaining portion of such Option shall vest in equal monthly installments over a thirty-six twelve (3612) month period commencing anniversary of the Start Date, and as to one forty-eighth (1/48th) of the total Shares subject to the Option on the first corresponding day of each month thereafter (and if there is no corresponding day, the last day of the month one year following month), so that the Effective Option will be fully vested and exercisable four (4) years from the Start Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect Executive continuing to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, provide services to the Company shall issue restricted common stockthrough each vesting date. Restricted common stock The Option will be issued at par value. If subject to the equity to be issued is restricted common stock terms, definitions and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value provisions of the Company’s common Current Equity Plan and the stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by and between Executive and the Company to (the Employee as “Option Agreement”), both of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth which documents are incorporated herein and not as set forth in the 2008 Stock Incentive Planby reference.

Equity Grants. The Employee Executive shall be granted as soon as practicable on or after the Effective Date, a an incentive stock option pursuant to purchase 734,900 shares of the Company’s common stock equity incentive plan (the “Plan”) of 230,000 shares (the “Option”) (which option shall be issued as an incentive stock option representing, together with any other shares or options to the maximum extent allowed under Section 422 acquire shares of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Common Stock owned by Executive (“Other Equity Incentive Plan (the “PlanInterests”), the Equity Percentage as of the grant date together with an estimate of the dilutive effect of the IPO. The Option shall be granted with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. Twenty-Five percent (25%) of the Option shall be vested one year from issued as soon as reasonably practicable following the Effective Date and shall be subject to vesting with 1/48th of the remaining portion shares subject to the Option vesting upon the completion of each month of continuous service by Executive as an employee, director or consultant of Company and acceleration of vesting as set forth in Sections 8 and 9 below. If, following the consummation of the IPO, the Option, together with any Other Equity Interests, represents more than the Equity Percentage, then, at Company’s election, Company may cancel up to the number of shares subject to the Option, without additional consideration to Executive, such that the Option, together with any Other Equity Interests, shall represent the Equity Percentage following the consummation of the IPO. If and to the extent the Option, together with any Other Equity Interests, shall represent less than the Equity Percentage following the consummation of the IPO, Company shall grant Executive an additional option to purchase the number of shares of Common Stock of Company constituting, together with the Option and any Other Equity Interests, the Equity Percentage immediately following the consummation of the IPO (the “Second Option”). The Second Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Datevest, subject to Executive’s continued employment by employment, over the Company. Notwithstanding same vesting schedule as the foregoing, in connection Option with a Change of Control (as defined in the Plan) or if a termination of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to appropriate adjustment such that one hundred percent (100%) of the unvested shares. In lieu shares subject to the Option and the Second Option shall be fully vested and exercisable on the four-year anniversary of the Effective Date, unless earlier terminated or accelerated as provided herein. The Option at and the request Second Option shall each be subject to the terms and conditions of the Employee, Plan and form of agreement thereunder and shall have an exercise price per share equal to the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common stock to be issued shall be calculated by determining the black scholes value of the grant as if it had been issued solely as stock options and dividing such number by the then current fair market value of the Company’s common stock so Common Stock as to provide no additional benefit to determined by the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective as of Board in good faith on the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Plangrant.

Equity Grants. The Employee Subject to approval by the Board, Executive shall be granted as soon as practicable on or after the Effective Date, eligible to receive a non-qualified stock option to purchase 734,900 (the “Initial Option”) for 500,000 shares of the Company’s common stock (the “OptionShares”) (which option shall ), to be issued granted on or as an incentive stock option soon as practicable after the Start Date and to be granted under and in accordance with the maximum extent allowed under Section 422 terms, definitions and provisions of the Internal Revenue Code of 1986Arch Therapeutics, as amended, and the regulations promulgated thereunder (the “Code”)) pursuant to the Company’s 2011 Employee, Director and Consultant Equity Inc. 2013 Stock Incentive Plan (the “Plan”)) and the applicable stock option agreement executed and delivered by Executive and the Company; provided, however, that in the event of any conflict between the terms of the Plan or such stock option agreement and this Agreement, the terms of this Agreement shall prevail and govern. The Initial Option will vest over a period of three (3) years, with a vesting schedule as follows: 33.3% of the Shares subject to the Initial Option shall vest on the one-year anniversary of the Start Date, and 1/24th of the remaining unvested Shares subject to the Initial Option shall vest commencing on each of the next twenty-three (23) monthly anniversaries thereafter, subject to Executive’s continued service for the Company through each vesting date. The exercise price of the Initial Option shall be granted with an exercise price equal to the fair market value “Fair Market Value” of the Company’s common stock (as such term is defined in the Plan) on the date of grant. Twenty-Five percent (25%) grant of the Option shall be vested one year from Initial Option. In the Effective Date and the remaining portion event of such Option shall vest in equal monthly installments over a thirty-six (36) month period commencing on the first day of the month one year following the Effective Date, subject to continued employment by the Company. Notwithstanding the foregoing, in connection with a Change of Control (as such term is defined in the Plan) or if a termination ), then, in any such case, 100% of the Employee occurs within two (2) months prior thereto, then the vesting of all equity then owned by the Employee shall accelerate with respect to one hundred percent (100%) of the unvested shares. In lieu of the Option at the request of the Employee, the Company shall issue restricted common stock. Restricted common stock will be issued at par value. If the equity to be issued is restricted common stock and not stock options, the number of shares of restricted common unvested Shares then subject to the Initial Option and then subject to any other then-outstanding stock option or other equity award that may have been granted to be issued shall be calculated by determining the black scholes value Executive under or outside of the grant as if it had been issued solely as stock options Plan shall accelerate and dividing such number by the then current fair market value of the Company’s common stock so as to provide no additional benefit to the Employee for the non-payment of the exercise price. The Employee acknowledges and agrees that effective become vested as of the date of the grant of the equity as set forth in the preceding paragraph, option agreement No. SP-0040 granted by the Company to the Employee as of April 30, 2011 shall be terminated and of no further force and effect. The Company acknowledges that any other options previously granted to the Employee that vest based upon the Employee providing consulting services to the Company shall continue to vest upon its terms as long as the Employee is providing services as a director, consultant or employee of the Company and that the definition of “cause” applicable to all such option agreements shall be the definition set forth herein and not as set forth in the 2008 Stock Incentive Planevent.