Common use of Equity Clause in Contracts

Equity. (a) In connection with the commencement of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 2,835,263 shares of the Company’s Common Stock (the “Time-Based Grant”). The Time-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (ai) In connection with Effective as of the commencement of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Commencement Date, Employer will recommend to the Company will grant to you an option to purchase 2,835,263 shares of the Company’s Common Stock Board that Employee be granted options (the “Time-Based GrantSubject Options”) to purchase shares of common stock of Pixel Group Holdings Inc. (the “Subject Stock”) pursuant to the. Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and an award agreement to be provided by Employer (the “Award Agreement”). The TimePlan and Award Agreement shall reflect the terms of the Subject Options as set forth in this. Agreement. The Subject Options shall be granted no later than thirty (30) days following the Commencement Date. Employer represents and warrants that such Subject Stock will represent no less than 1.0% of the total authorized, issued and outstanding shares of any and all series and classes of capital stock in Pixel Group Holdings Inc. (“Holdco”) as determined on a fully diluted basis as of the Commencement Date after taking into account the existence, exercise or issuance of any and all outstanding and available classes of authorized shares of capital stock in Holdco and all options, warrants, restricted shares, convertible debts or other instruments of any kind or nature capable of being exchanged for securities or capital stock in Holdco (collectively “Holdco Stock”). Except following a termination by Employer for Cause or Employee’s breach of restrictive covenants, the Subject Options shall have a one-Based Grant will be issued at an year period post-employment exercise price equal period to the fair market value per share extent vested as of Common Stock on the date of granttermination (unless expressly provided otherwise). (ii) Subject to Employee’s continued employment on the applicable vesting date (unless expressly provided otherwise), as determined by the Board. You will Subject Options shall have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion following vesting terms: (A) 50% of the Time-Based Grant to Subject Options shall be subject to a repurchase right on the same time-vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option SharesTime Vesting Options”) will initially be unvested. whereby 25% of the Time-Based Option Shares will Time Vesting Options shall vest on the first one-year anniversary of the Start Date, Commencement Date and the remaining 75% of the Time-Based Option Shares will Time Vesting Options shall vest over three years thereafter in equal monthly quarterly installments until over the fourth anniversary of the Start Datenext 12 calendar quarters; provided, that in the event of a Change of Control, and (B) 50% of any unvested Time-Based Option Shares will the Subject Options shall vest immediately prior when Providence Equity Partners L.L.C. (“PEP”) has received cash (or cash equivalent) proceeds of a multiple equal to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject two times (2.0 x) PEP’s total invested equity in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time Holdco Stock (the “Plan”), and associated stock option agreement (collectively the “Equity DocumentsPerformance Vesting Options”). (biii) One hundred percent (100%) of the Time Vesting Options shall accelerate and fully vest in the event of the occurrence of a Change in Control as defined under the Plan and including the direct or indirect purchase by a third party of 51% of Holdco Stock. (iv) In additionthe event Employee’s employment with Employer is terminated by reason of Employee’s death, subject to Board approval which shall be obtained at Disability, by Employer without Cause, or by Employee for Good Reason: (A) The Time Vesting Options that would otherwise have vested between the first board meeting following your Start Date, date of termination and the Company will grant to you an option to purchase 1,417,631 shares twelve month anniversary of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant date of termination will be issued at an exercise price equal to the fair market value per share of Common Stock accelerate and fully vest on the date of granttermination; and (B) The Performance Vesting Options shall remain outstanding for a one-year period following a termination by Employer without Cause or by Employee with Good Reason and shall vest if, as determined during such one-year period, the applicable performance hurdle is satisfied. (v) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Board. You Employee breaches his restrictive covenants all Subject Options, whether vested or unvested, will have immediately be forfeited. (vi) In the right event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants, Employer will be entitled to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued repurchase any Subject Stock received upon the exercise of any unvested portion the Subject Option at an amount equal to the lower of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares cost minus prior distributions and (the “Transaction Milestone Performance-Based Option Shares”ii) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate fair market value as of the date of termination of your employmentthe repurchase during the Restricted Period. (vii) Employee shall have the right to elect to require Employer to repurchase any Subject Stock at the lower of (i) cost minus prior distributions and (ii) Following the first to occur of (x) completion of an underwritten initial public offering then fair market value of the Company’s Common Stock pursuant to a registration statement filed Subject Stock, each as and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock optionsEmployer’s credit agreement as in effect at such time. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) Any such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall repurchase election must be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: in writing within six (i6) upon the closing of months following a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovetermination hereunder. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) Any and all Stock Awards granted to Executive will continue to be governed by the terms of the applicable stock option and equity incentive award plans or agreements and grant notices. For purposes of this Agreement, “Stock Awards” shall mean all stock options, restricted stock and restricted stock units and such other equity awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof. In connection with the commencement of your role addition, as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Datea new Stock Award, the Company will grant to you has granted Executive (by electronic unanimous written consent effective April 28, 2018) an option to purchase 2,835,263 an additional 600,000 shares of the Company’s Common Stock (the “Time-Based Grant”). The Time-Based Grant will be issued at common stock, with an exercise price equal to the fair market value per share of Common Stock as determined by the Board on the date of grantthe grant (the “New Option”), which vests as determined by follows: 150,000 shares subject to the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion New Option were vested and exercisable as of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All date of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, grant and the remaining 75% 450,000 shares subject to the New Option shall vest 1/48th per month as measured from April 16, 2018, until such shares are fully vested or Executive’s employment ends, whichever occurs first. The New Option shall be governed in all respects by the terms of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until governing plan documents and option or stock purchase agreement between Executive and the fourth anniversary of Company. (b) The Company also agrees that if before the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately Adjustment Date (as defined below) and prior to the Change any Separation from Service (as defined below) Executive’s ownership of ControlCompany capital stock (calculated on a fully diluted, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time as- converted basis) (the “PlanExecutive Ownership Level”) drops below 3.4% (calculated on a fully diluted, as-converted basis) (the “Equity Floor”), and associated then the Company shall grant Executive an additional stock option agreement (collectively the “Equity DocumentsMake-up Option”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 exercisable for such number of shares of the Company’s Common Stock (capital stock as will result, immediately after such grant, in the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price Executive Ownership Level being equal to the fair market value per share of Common Stock on Equity Floor. The “Adjustment Date” shall be the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier earliest of (x) the date one month after upon which the achievement Company consummates a Change of the Transaction Milestone or Control (as defined below), (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the Company consummates its first to occur of (x) completion of an firmly underwritten initial public offering of the Company’s Common Stock its capital stock pursuant to a an effective registration statement filed and declared effective under the Securities Act of 1933statement, as amended (an “IPO”) or (yz) a Change of Control three ((x3) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon years after the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity DocumentsEffective Date. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (ai) In connection with Effective as of the commencement of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Commencement Date, Employer will recommend to the Company will grant to you an option to purchase 2,835,263 shares of the Company’s Common Stock Board that Employee be granted options (the “Time-Based GrantSubject Options”) to purchase 2,647,040 shares of common stock of DoubleVerify Holdings Inc., which such amount is equal to .55% of the fully diluted common stock of DoubleVerify Holdings Inc. as of the date hereof (the “Subject Stock”), pursuant to the Pixel Group Holdings Inc. 2017 Omnibus Equity Incentive Plan (the “Plan”) and an award agreement to be provided by Employer (the “Award Agreement”). The Time-Based Grant will Plan and Award Agreement shall reflect the terms of the Subject Options as set forth in this Agreement. The Subject Options shall be issued granted at an exercise price equal or prior to the fair market value per share of Common Stock next DoubleVerify board meeting falling after the Commencement Date. (ii) Subject to Employee’s continued employment on the applicable vesting date of grant(unless expressly provided otherwise), as determined by the Board. You will Subject Options shall have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion following vesting terms: (A) 50% of the Time-Based Grant to Subject Options shall be subject to a repurchase right on the same time-vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option SharesTime Vesting Options”) will initially be unvested. whereby 25% of the Time-Based Option Shares will Time Vesting Options shall vest on the first one-year anniversary of the Start Date, Commencement Date and the remaining 75% of the Time-Based Option Shares will Time Vesting Options shall vest over three years thereafter in equal monthly quarterly installments until over the fourth anniversary of the Start Datenext 12 calendar quarters; provided, that in the event of a Change of Control, and (B) 50% of any unvested Time-Based Option Shares will the Subject Options shall vest immediately prior when Providence Equity Partners L.L.C. (“PEP”) has received cash (or cash equivalent) proceeds of a multiple equal to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject two times (2.0 x) PEP’s total invested equity in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time Holdco Stock (the “Plan”), and associated stock option agreement (collectively the “Equity DocumentsPerformance Vesting Options”). (biii) One hundred percent (100%) of the Time Vesting Options shall accelerate and fully vest in the event of the occurrence of a Change in Control as defined under the Plan and including the direct or indirect purchase by a third party of 51% of Holdco Stock. (iv) In additionthe event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants all Subject Options, subject whether vested or unvested, will immediately be forfeited. (v) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants, Employer will be entitled to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares repurchase any Subject Stock received upon exercise of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued Subject Option at an exercise price amount equal to the lower of (i) cost minus prior distributions and (ii) fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employmentthe repurchase. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. Subject to approval by the Board (a) In connection with which will be sought promptly following Executive’s joining the commencement of your role Company as CEO and Presidentits CFO), subject to Board approval which Executive shall be obtained at the first board meeting following your Start Date, the Company will grant to you granted an option to purchase 2,835,263 a number of shares representing 1% of the Company’s Common Stock (calculated on a fully dilutes, as-converted basis, as of immediately after the “Time-Based Grant”). The Time-Based Grant will be issued at grant, with an exercise price equal to the fair market value per share of Common Stock as determined by the Board on the date of grant, as determined by grant (the Board“Option”). You The Option will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right four (4)-year vesting period subject to Executive’s continued employment with the Company, with twenty-five percent (25%) of the shares subject to the Option vesting on the same vesting schedule. All of the option shares issued under the Time-Based Grant one (collectively, the “Time-Based Option Shares”1) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first year anniversary of the Start DateExecutive’s employment, and the remaining 75% of shares subject to the TimeOption vesting in thirty-Based Option Shares will vest over three years thereafter in six (36) equal monthly installments until thereafter, in each case subject to Executive’s continued employment through the fourth anniversary applicable vesting dates. The Option shall be governed in all respects by the terms of the Start Date; provided, governing plan documents and option or stock purchase agreement between Executive and the Company. The Company also agrees that in if before the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately Adjustment Date (as defined below) and prior to the Change any Separation from Service (as defined below) Executive’s ownership of ControlCompany capital stock (calculated on a fully diluted, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the thenas-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time converted basis) (the “PlanExecutive Ownership Level”) drops below 1% (calculated on a fully-diluted, as converted basis) (the “Equity Floor”), and associated then the Company shall grant Executive an additional stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 exercisable for such number of shares of the Company’s Common Stock (capital stock as will result, immediately after such grant, in the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price Executive Ownership Level being equal to the fair market value per share of Common Stock on Equity Floor. The “Adjustment Date” shall be the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier earliest of (x) the date one month after upon which the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon Company consummates a Change of Control, (iy) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of date the Company in such transaction consummates its first firmly underwritten public offering of its capital stock pursuant an effective registration statement, or (net of z) three (3) years after the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) aboveEffective Date. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with As a material inducement to accept the commencement Company’s offer of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Dateemployment, the Company will grant recommend to you the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, an option to purchase 2,835,263 500,000 shares of common stock of the Company (the “New Hire Stock Option”). As an inducement that is material to the Executive’s employment with the Company, a portion of the New Hire Equity Awards will be granted to the Executive under each of (i) the Company’s 2017 Inducement Award Plan (the “2017 Inducement Plan”), (ii) the Company’s 2020 Inducement Award Plan (the “2020 Inducement Plan”) and (iii) the Company’s Amended and Restated 2014 Stock Incentive Plan (the “2014 Plan” and, together with the 2017 Inducement Plan and the 2020 Inducement Plan, the “Plans”). The grants to be made under the 2017 Inducement Plan and the 2020 Inducement Plan will be made pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). The New Hire Stock Option will have the following terms: (i) Subject to the Executive’s continued employment and the terms of the Company’s Common Plans and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Plans, the New Hire Stock Option will be granted as of the grant date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the “Time-Based Grant”)shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The Time-Based Grant New Hire Stock Option will be issued at have an exercise price equal to the fair market value per closing price of a common share of Common Stock the Company on the date of grant, as determined by Nasdaq Global Select Market on the Boardgrant date. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a repurchase right on the same vesting schedule. All termination of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior employment to the Change extent and as provided in Section 8(b) of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately acceleratethis Agreement. The TimeNew Hire Stock Option and any subsequently granted equity or stock-Based Grant will be subject in all other respects to the terms and conditions set forth in based awards under the Company’s 2007 Equity Incentive Planequity incentive plans, including stock options and restricted stock unit awards, will be collectively referred to in this Agreement as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity DocumentsAwards.”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with the commencement of your role as CEO and Presidentthe Executive’s employment, subject to the approval of the Board approval which or the Compensation Committee of the Board, the Executive shall be obtained at the first board meeting following your Start Date, the Company will grant to you an granted (i) a stock option to purchase 2,835,263 80,000 shares of the Company’s Common Stock common stock (the “Time-Based GrantStock Option Award”). The Time-Based Grant will be issued ) at an exercise price per share equal to the fair market value per share closing price of Common Stock the Company’s common stock on the Nasdaq Global Select Market on the date of grantgrant (or, as determined or if no closing market price is reported for such date, the closing market price on the immediately preceding date for which a closing market price is reported) and (ii) 4,500 restricted stock units (the “RSU Award”). Subject to the approval by the Board. You will have Board or the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion Compensation Committee of the Time-Based Grant Board, the date of grant for the Stock Option Award and RSU Award is anticipated to be subject to a repurchase right on the same vesting schedule. All first day of the option shares issued under month after the Time-Based Grant (collectively, Effective Date. Each restricted stock unit will entitle the “Time-Based Executive to one share of the Company’s common stock if and when the restricted stock unit vests. The Stock Option Shares”) Award will initially be unvested. vest with respect to 25% of the Time-Based shares of Company common stock underlying the Stock Option Shares will vest Award on the first anniversary of the Start date of grant (the “Vesting Commencement Date”), and the remaining 75% of the Time-Based shares of Company common stock underlying the Stock Option Shares will Award shall vest over three years thereafter in 36 equal monthly installments until following the fourth anniversary of the Start Vesting Commencement Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior subject to the Change of Control, and additionally, if your Executive’s continued full-time employment is terminated at any time after a Change of Control without Cause or for Good Reason, with the Company through each applicable vesting of all of the then-remaining unvested Time-Based Option Shares will immediately acceleratedate. The TimeRSU Award shall vest in four equal annual installments following the Vesting Commencement Date, subject to the Executive’s continued full-Based Grant time employment with the Company through each applicable vesting date. The Stock Option Award and the RSU Award will each be subject in to all other respects to the terms and conditions and other provisions set forth in the Company’s 2007 Equity 2015 Stock Option and Incentive Plan, Plan (as may be amended and/or restated from time to time (time) and a separate agreement for the “Plan”)Stock Option Award and for the RSU Award, which the Executive will be required to sign as a condition to receiving the Stock Option Award and associated stock option agreement RSU Award (collectively the “Equity Documents”). (b) In addition. The Executive may also be eligible to receive future equity awards, subject to Board approval which shall be obtained at in the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares sole discretion of the Company’s Common Stock (Board or the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share Compensation Committee of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (ai) In connection with As a material inducement to Executive entering into this Agreement and becoming an employee of the commencement of your role as CEO and PresidentCompany, subject to Board approval which shall be obtained at by the first board meeting Compensation Committee or a majority of the Company’s independent directors, on or reasonably promptly following your Start the Effective Date, the Company will grant the Executive the following equity awards: (i) 2.4 million restricted stock units (the “Initial RSU Grant”) which will be subject to you an option to purchase 2,835,263 shares time-based vesting, with 1/3 of the Company’s Initial RSU grant vesting on the grant date and the remainder of the Initial RSU Grant vesting on a pro rata annual basis over the next two (2) years; and (ii) 1.6 million performance share units (the “Initial PSU Grant” or “Initial PSUs”) and, the Initial PSU Grant, together with the Initial RSU Grant, the “Initial Equity Grants”), subject to vesting upon the achievement of specified performance metrics described in this paragraph. The Initial PSU Grant shall vest as follows: 1/3 shall vest upon the achievement of a price for the Common Stock (the “TimeShare Price”) equal to or exceeding $3.00 per share, 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $4.50, and the final 1/3 shall vest upon the achievement of the Share Price equal to or exceeding $6.00, in each case, the closing stock price for 20 consecutive trading days (each, a “20-Based GrantDay Consecutive Share Price”) must equal or exceed the Share Price targets, and provided such Share Price is achieved prior to the fifth (5th) anniversary of the grant date of such Initial PSU Grant (each, an “Initial PSU Grant Vesting Date”). The Time-Based Grant will be issued at an exercise price equal Notwithstanding the foregoing or any provision in the Agreement or 2020 Plan to the fair market value per share of Common Stock on the date of grantcontrary, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately Control prior to an applicable Initial PSU Grant Vesting Date, the portion of the Initial PSUs that have achieved the applicable Share Price targets set forth in the Initial PSU Grant shall vest in accordance with the achievement of the applicable 20-Day Consecutive Share Price as described in this paragraph, except the applicable price per share in the applicable Change of Control transaction, as determined by the Board in its discretion, shall be substituted for the applicable 20-Day Consecutive Share Price to determine the number of Initial Grant PSUs that shall vest upon such a Change of Control. For the avoidance of doubt, and additionally, if your employment is terminated at any time after a Initial PSUs that have not vested in accordance with this paragraph by such Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerateshall be forfeited. The Time-Based Grant will Executive must continue to have a service relationship with the Company on the applicable vesting dates to vest in any shares in the Initial Equity Grants. This is a summary only. The Initial Equity Grants shall be subject in all other respects to to, and governed by, the terms and conditions set forth in of the Company’s 2007 2020 Equity Incentive Plan, as may be amended or restated from time to time (the “2020 Plan”), and associated stock option agreement the applicable equity award agreements (collectively collectively, the “Equity Documents”). (b. To the extent there is any inconsistency between Section ​ ​ 5(c) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares or Section 6(a)(iii) of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Controlthis Agreement, as applicable; provided, that if your employment is terminated without Cause and the Equity Documents, Section 5(c) or for Good Reason at any time after the earlier to occur Section 6(a)(iii) of the Transaction Milestone or a Change of Controlthis Agreement, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employmentapplicable, shall govern. (ii) Following Commencing in 2024 performance year, at the first to occur of (x) completion of an underwritten initial public offering discretion of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933Board, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares Executive will vest in full upon the achievement of an Exit Value of at least $3.00 (be eligible for annual equity grants subject to appropriate adjustment for stock splits, combinations, recapitalizations such time and performance vesting as determined by the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant Board or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested Compensation Committee at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovegrant. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with As soon as practicable following the commencement of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Effective Date, the Company will recommend that the Board grant to you an Executive a stock option to purchase 2,835,263 shares of the Company’s Common Stock in an amount that represents approximately one and one half percent (1.5%) of the “TimeFully-Based Grant”). The Time-Based Grant will be issued Diluted Capitalization of the Company (as defined below) as of the Effective Date at an exercise price equal to the fair market value per share of the Company’s Common Stock on the date of grantgrant (the “Option”). Following subsequent financings wherein the Company issues additional shares of common or preferred stock, the Company will recommend that the Board authorize the grant of additional stock options to maintain Executive’s stock option position at approximately 1.1% of Fully-Diluted Capitalization until such time as the Company has completed an initial public offering, subject to Executive’s continued employment with the Company. The amount, timing and terms of any stock option grants will be determined by the BoardBoard in its sole discretion. You The shares subject to these Option grants will have the right to early exercise the Timevest as follows: Twenty-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion five percent (25%) of the Time-Based Grant to be total shares subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first one (1)-year anniversary of the Start Datevesting commencement date and 1/48thof the total shares subject to the Option will vest ratably on each one (1) month anniversary thereafter (and if there is no corresponding day, and the remaining 75% last day of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until month), provided that the fourth anniversary Executive remains a service provider of the Start Date; provided, that in Company through the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the applicable vesting of all of the then-remaining unvested Time-Based Option Shares will immediately acceleratedate. The Time-Based Grant Option will be subject in all other respects to the terms terms, definitions and conditions set forth in provisions of the Company’s 2007 2016 Equity Incentive Plan, as may be amended from time to time (the “Stock Plan”), ) and associated the stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, by and between Executive and the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock thereunder (the “Performance-Based GrantOption Agreement”). The Performance“Fully-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion Diluted Capitalization of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of ControlCompany” means, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoingapplicable date, the maximum fair market value (determined as total number of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders outstanding shares of Common Stock of the Company in such transaction Company, assuming (net 1) the conversion of all shares of Preferred Stock into Common Stock, (2) the exercise of all outstanding warrants for capital stock of the applicable exercise priceCompany (and conversion into Common Stock of the Preferred Stock issuable upon any such exercise, if any), which right will be and (3) the issuance and exercise of all shares of Common Stock subject to outstanding equity awards under the vesting Stock Plan and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow excluding any shares reserved for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For future issuance under the avoidance of doubt: (i) upon Stock Plan but not the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement subject of any outstanding equity award as of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) aboveEffective Date. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection The Executive shall be granted an equity interest in IBC at the same time as all other Persons who, or which, are to be equity holders of IBC in accordance with the commencement of your role as CEO and PresidentPlan receive their equity in IBC, subject to Board approval which the Executive's rights in such equity interest being subject to vesting (and acceleration in vesting) as set forth herein; provided that if no new or additional equity in IBC is to be issued on the Emergence Date to any Person (other than the Executive) in accordance with the Plan, then the Executive's equity interest in IBC shall be obtained at granted on the first board meeting following your Start Emergence Date. At such time, the Company will Executive shall receive from IBC a grant to you an option of Capital Stock and options to purchase 2,835,263 shares of the Company’s Common Capital Stock (the “Time-Based Grant”"Options") as provided in this Section 7 (the "Post Emergence Equity Award"). The Timeaggregate number of shares of Capital Stock comprising the Post Emergence Equity Award (as shares of Capital Stock and as shares of Capital Stock underlying the Options) shall be equal to two percent (2%) of the number of shares of Capital Stock issued and outstanding on the Emergence Date, after giving effect to the issuances of Capital Stock to the Executive and the issuances of Capital Stock (if any) to all other post-Based Grant will emergence Capital Stock holders, and calculated on a fully diluted basis (taking into account all classes of capital stock and all securities convertible, exchangeable or exercisable into Capital Stock (collectively, "Rights"), whether or not at the time convertible, exchangeable or exercisable). Fifty percent (50%) of the Post Emergence Equity Award shall be issued at in the form of a grant of shares of Capital Stock and fifty percent (50%) of the Post Emergence Equity Award shall be in the form of Options. Twenty five percent (25%) of the number of shares of Capital Stock and twenty five percent (25%) of the Options comprising the Post Emergence Equity Award shall vest (and, in the case of Options, become exercisable) immediately upon the grant to the Executive of the Post Emergence Equity Award. The remaining unvested shares of Capital Stock and Options comprising the Post Emergence Equity Award shall, so long as the Executive's employment by the Company or an Affiliate thereof continues, vest (and, in the case of Options, become exercisable) pro rata on a monthly basis over a thirty-six (36) month period beginning with the last day of the month in which the Emergence Date occurs. Once vested, all such shares of Capital Stock and Options shall be nonforfeitable in all circumstances. The exercise price per share of Capital Stock underlying the Options shall be equal to the fair market value per share of Common Capital Stock (determined, in the case of Capital Stock which is publicly traded on an established securities market or exchange, as the average of the closing prices per share for such Capital Stock for the five (5) trading days first occurring within thirty (30) days following the Emergence Date as reported on the securities exchange on which such Capital Stock is listed for trading, or if not so listed, in the over the counter market, and, if the Capital Stock is not so publicly traded within a thirty (30) day period following the Emergence Date, determined in good faith by the Board in accordance with the requirements for determining such value as set forth in the regulations, and in the rulings, notices and other guidance issued by the Internal Revenue Service, under section 409A of the Code). Subject to the next sentence, all Options comprising part of the Post Emergence Equity Award shall, upon vesting, be exercisable for a period of ten (10) years after the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion After termination of the Time-Based Grant Executive's employment for any reason, all Options (to the extent vested) shall be subject exercisable for a period equal to a repurchase right the lesser of (i) two (2) years beginning on the same vesting schedule. All applicable Termination Date and (ii) the period of time remaining until the option shares issued under the Time-Based Grant tenth (collectively, the “Time-Based Option Shares”10th) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Emergence Date, and . The Post Emergence Equity Award shall be entitled to the remaining 75% following anti-dilution protection until the first (1st) anniversary date of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Emergence Date; provided, that : in the event that IBC shall issue additional shares of a Change Capital Stock and/or Rights to any Person, it shall also simultaneously issue additional shares of Control, 50% Capital Stock (and/or Options in the case of any unvested Time-Based Option Shares will vest immediately prior the issuance of Rights) to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or Executive (for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth nominal consideration in the Company’s 2007 Equity Incentive Plancase of shares of Capital Stock) in order to fully maintain the Executive's fully diluted two percent (2%) interest in the Capital Stock, calculated as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”)aforesaid. (b) In additionUpon issuance to the Executive, subject to Board approval which the Capital Stock and the Capital Stock underlying the Options comprising the Post Emergence Equity Award shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock effectively registered on Form S-8 (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier successor to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (iisuch Form) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change the "Securities Act"), which registration statement shall contain all of Control ((x) the provisions necessary to permit the resale to the public by the Executive of such Capital Stock and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon Capital Stock acquired by him pursuant to the achievement exercise of an Exit Value of at least $3.00 (subject to appropriate adjustment such Options; provided that if for stock splits, combinations, recapitalizations any reason such Form is not available for such purpose and the like); Executive is unable to sell publicly all of the shares of Capital Stock comprising the Post Emergence Equity Award within ninety (B90) An additional 354,408 Performance-Based Option Shares will vest in full upon days after the achievement issuance of an Exit Value the Post Emergence Equity Award to the Executive pursuant to Rule 144 under the Securities Act, IBC shall promptly use its commercially reasonable efforts to register the resale of at least $5.00 (subject to the Capital Stock comprising and underlying the Post Emergence Equity Award on the appropriate adjustment for stock splits, combinations, recapitalizations and registration statement under the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like)Securities Act. The PerformanceExecutive shall also be granted "piggy-Based Grant will be subject back" registration rights at IBC's expense and otherwise commensurate with any such rights granted to other holders of the Company's equity as and when so granted in all other respects to the terms and conditions set forth in the Equity Documentsconnection with IBC's emergence from bankruptcy. (c) You acknowledge that any portion The Executive shall be prohibited from selling in the public markets shares of Capital Stock comprising and underlying the Post Emergence Equity Award until twelve (12) months after the grant date of the Time-Based Grant and/or Post Emergence Equity Award, except that the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended Executive may sell shares in such markets (the “Code”), only and otherwise) attributable to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair Post Emergence Equity Award with an aggregate market value at the time of such sale equal to the amount of any tax liability he incurs in connection with the grant and/or vesting of such award that is not satisfied through the withholding of shares of Capital Stock by IBC upon the grant of such award in accordance with subsection 19(j) below, including any tax liability incurred in connection with the sale(s) permitted by this subsection (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000c). (d) IfNotwithstanding anything in this Agreement to the contrary, upon a Change of Controlthe Executive does not have any right or interest in and to the Post Emergence Equity Award or any value with respect thereto in the event that the Emergence Date does not occur during the Term; provided that notwithstanding the foregoing and notwithstanding anything in this Agreement to the contrary, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of Executive shall be granted the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested Post Emergence Equity Award at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into otherwise required pursuant to subsection 7(a) above in the right event that the Executive's employment is terminated hereunder at any time within sixty (60) days prior to receive the consideration payable to holders of Common Stock of Emergence Date by the Company in without Cause or by the Executive as a result of a Constructive Termination Without Cause. In such transaction (net of circumstances, the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management Post Emergence Equity Award shall be made by you until released from escrow to you fully vested upon vesting or grant and shall otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with have the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything applicable to the contrary contained Post Emergence Equity Award provided in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consentthis Section 7.

Equity. (a) In connection with Subject to approval by the commencement of your role Board, as CEO and President, subject to Board approval which shall be obtained at soon as practicable following the first board meeting following your Start Effective Date, the Company will grant to you an option stock options to purchase 2,835,263 a number of shares of the Company’s Common Stock common stock representing 5.0% of the Company’s fully-diluted equity (reflecting all outstanding convertible preferred stock, warrants, options and other equity interests that are convertible into or exercisable for common stock on an as-converted and as-exercised basis) (“Fully Diluted”) with a purchase price determined by the Board on the date of grant (the “Time-Based GrantInitial Options”). The TimeInitial Options will vest as follows: (a) 25% of the Initial Options will vest on the one-Based Grant year anniversary of the Effective Date and (b) the balance of the Initial Options will vest thereafter in approximately equal monthly installments for the next 36 months so that you would be fully vested on the four-year anniversary of the Effective Date, provided that you continue to serve as the Company’s CEO from the Effective Date through each such vesting date. The Initial Options will be issued at an exercise price equal to governed by the fair market value per share terms of Common the related Stock on Option Agreement, the date of grant, Equity Plan (as determined defined below) and the terms and conditions approved by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, and subject to approval by the Board approval which shall be obtained at or a committee thereof, following the first board meeting following your Start Effective Date, the Company will periodically grant to you an option additional stock options to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued common stock, at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole Board or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares committee thereof (the “Transaction Milestone PerformanceReplenishment Options”), in order to maintain your ownership at approximately 5.0% on a Fully-Based Option Shares”) Diluted basis until the Company has raised an aggregate of $200,000,000; provided, however, that the Board shall have no obligation to grant you additional stock options thereafter. The Replenishment Options will vest over two years in 48 approximately equal monthly installments commencing on the earlier applicable date(s) of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicablegrant; provided, that if your employment is terminated without Cause or for Good Reason at any time after you continue providing services to the earlier to occur Company through each vesting date. The Replenishment Options will be governed by the terms of the Transaction Milestone or a Change of Controlrelated award agreements, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed Equity Plan and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms approved by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant Board or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovecommittee thereof. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with As a material inducement to accept the commencement Company’s offer of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Dateemployment, the Company will grant recommend to you the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, (i) an option to purchase 2,835,263 100,000 shares of common stock of the Company (the “New Hire Stock Option”) and (ii) a restricted stock unit award for 45,000 shares of common stock of the Company (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). As an inducement that is material to the Executive’s employment with the Company, the New Hire Equity Awards will be granted to the Executive under the Company’s 2020 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). The New Hire Equity Awards will have the following terms: (i) Subject to the Executive’s continued employment and the terms of the Company’s Common Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the grant date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the “Time-Based Grant”)shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The Time-Based Grant New Hire Stock Option will be issued at have an exercise price equal to the fair market value per closing price of a common share of Common Stock the Company on the date of grant, as determined by Nasdaq Global Select Market on the Boardgrant date. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a repurchase right on the same vesting schedule. All termination of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior employment to the Change extent and as provided in Section 8(b) of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employmentthis Agreement. (ii) Following Subject to the first to occur of (x) completion of an underwritten initial public offering Executive’s continued employment and the terms of the Company’s Common Stock Inducement Plan and the applicable restricted stock unit award agreement entered into by the Executive and the Company pursuant to a registration statement filed and declared effective under the Securities Act of 1933Inducement Plan, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will the New Hire RSUs shall vest in full upon four installments over four years, with one-fourth (1/4) of the achievement New Hire RSUs vesting on each of an Exit Value the first anniversary date of at least $3.00 (the grant date, the second anniversary date of the grant date, the third anniversary date of the grant date, and the fourth anniversary date of the grant date. The New Hire RSUs shall be subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performanceaccelerated vesting of time-Based Option Shares will vest based vesting awards in full upon the achievement connection with a termination of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only employment to the extent permitted and as provided in Section 8(b) of this Agreement. The New Hire Equity Awards and any subsequently granted equity or stock-based awards under the Code Company’s equity incentive plans, including stock options and will otherwise be deemed to be “non qualified” restricted stock options. For example and without limiting the generality of the foregoingunit awards, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into collectively referred to in this Agreement as the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above“Equity Awards. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.”

Equity. (a) In connection with Subject to approval by the commencement Board of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Date, Directors of the Company (“the Board”) and Employee entering into the Company’s Restricted Stock Agreement, within sixty days following the Effective Date Employee will receive under the Viela Bio 2018 Equity Incentive Plan (the “Equity Plan”) a grant to you an option to purchase 2,835,263 of 127,661 restricted shares (the “Restricted Shares”) of the Company’s common stock par value $0.001 (“Common Stock (the “Time-Based GrantStock”). The Time, which Restricted Shares are expected to represent approximately 0.40 percent of the Company’s fully-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock diluted equity on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, however, that in the event number of a Change of ControlRestricted Shares may be reduced if the Effective Date occurs after January 15, 50% of 2018, to reflect any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the additional vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerateEmployee’s AstraZeneca plc equity awards. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Restricted Shares will vest in full upon two annual installments on the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations first and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion second anniversaries of the Time-Based Grant and/or grant date. Employee will have the Performance-Based Grant will be deemed choice to be “incentive stock options” within the meaning make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) within thirty days following the grant date. Employee will be solely responsible for making any such election. (b) Subject to approval by the Board and Employee entering into the Company’s Stock Option Agreement (the “Option Agreement”), only Employee will also be eligible for an option to purchase 240,000 shares of Common Stock (the extent permitted under the Code and will otherwise be deemed “Option”) (which shares are expected to be “non qualified” stock options. For example and without limiting the generality represent approximately 0.76 percent of the foregoing, the maximum fair market value (determined as of Company’s fully-diluted equity on the date of grant) to be granted under the Equity Plan with an exercise price equal to the fair market value of stock for which “incentive stock options” may become exercisable within a calendar the Common Stock on the date of grant. The Option will be granted following the Company’s receipt of an independent third-party valuation and will vest over four years according to the following schedule: twenty-five percent of the Option shares will vest after one year is $100,000and the remaining Option shares will vest in equal quarterly amounts over the next three years. (dc) IfEmployee may be eligible for future grants under the Equity Plan, upon as determined by the Board in its sole discretion. All equity awards may be subject to dilution following grant. As a Change of Controlcondition to receiving the Restricted Shares, the Option and/or any other equity grants, Employee will be required to enter into (i) any portion the Right of your TimeFirst Refusal and Co-Based Grant or Performance-Based Grant remain unvested but is eligible under Sale Agreement, to be dated as of the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vestingEffective Date, by and among the Company and certain stockholders of the Company, and (ii) such unvested portion(s) the Voting Agreement, to be dated as of the Time-Based Grant or Effective Date, by and among the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant Company and the Performance-Based Grant will terminate upon the closing certain stockholders of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) aboveCompany. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with Subject to approval by the commencement Board and Employee entering into the Company’s Restricted Stock Agreement, within sixty days following the Effective Date Employee will receive under the Viela Bio 2018 Equity Incentive Plan (the “Equity Plan”) a grant of your role as CEO and President, subject to Board approval which shall be obtained at 329,594 restricted shares (the first board meeting following your Start Date, the Company will grant to you an option to purchase 2,835,263 shares “Restricted Shares”) of the Company’s common stock par value $0.001 (“Common Stock (the “Time-Based GrantStock”). The Time, which Restricted Shares are expected to represent approximately 1.04 percent of the Company’s fully-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock diluted equity on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, however, that in the event number of a Change of ControlRestricted Shares may be reduced if the Effective Date occurs after January 15, 50% of 2018, to reflect any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the additional vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerateEmployee’s AstraZeneca plc equity awards. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Restricted Shares will vest in full upon two annual installments on the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations first and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion second anniversaries of the Time-Based Grant and/or grant date. Employee will have the Performance-Based Grant will be deemed choice to be “incentive stock options” within the meaning make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) within thirty days following the grant date. Employee will be solely responsible for making any such election. (b) Subject to approval by the Board and Employee entering into the Company’s Stock Option Agreement (the “Option Agreement”), only Employee will also be eligible for an option to purchase 450,000 shares of Common Stock (the extent permitted under the Code and will otherwise be deemed “Option”) (which shares are expected to be “non qualified” stock options. For example and without limiting the generality represent approximately 1.42 percent of the foregoing, the maximum fair market value (determined as of Company’s fully-diluted equity on the date of grant) to be granted under the Equity Plan with an exercise price equal to the fair market value of stock for which “incentive stock options” may become exercisable within a calendar the Common Stock on the date of grant. The Option will be granted following the Company’s receipt of an independent third-party valuation and will vest over four years according to the following schedule: twenty-five percent of the Option shares will vest after one year is $100,000and the remaining Option shares will vest in equal quarterly amounts over the next three years. (dc) IfEmployee may be eligible for future grants under the Equity Plan, upon as determined by the Board in its sole discretion. All equity awards may be subject to dilution following grant. As a Change of Controlcondition to receiving the Restricted Shares, the Option and/or any other equity grants, Employee will be required to enter into (i) any portion the Right of your TimeFirst Refusal and Co-Based Grant or Performance-Based Grant remain unvested but is eligible under Sale Agreement, to be dated as of the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vestingEffective Date, by and among the Company and certain stockholders of the Company, and (ii) such unvested portion(s) the Voting Agreement, to be dated as of the Time-Based Grant or Effective Date, by and among the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant Company and the Performance-Based Grant will terminate upon the closing certain stockholders of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) aboveCompany. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. Pursuant to the terms of the Company’s 2021 Equity Incentive Plan (the “Equity Plan”) and subject to the vesting schedules set forth herein, and subject further to the approval of the Board or the Compensation Committee, Executive will receive the following Awards (as defined in the Equity Plan): (a) In connection with Restricted Stock Units (as defined in the commencement Equity Plan) for up to 2,250,000 shares of your role Common Stock (as CEO defined in the Equity Plan) and President, subject to Board approval which shall be obtained at (b) Options (as defined in the first board meeting following your Start Date, the Company will grant to you an option Equity Plan) to purchase 2,835,263 up to 5,250,000 shares of the Company’s Common Stock (collectively, the “Time-Based GrantExecutive Awards”). The Time-Based Grant Executive Awards will be issued at an exercise price equal subject to Award Agreements (as defined in the fair market value per share Equity Plan) and vest as follows: (i) Restricted Stock Units for up to 1,000,000 shares of Common Stock and Options for up to 2,500,000 shares of Common Stock will vest (a) 25% vesting on the date first annual anniversary of grant, as determined by Executive’s Start Date of employment and (b) the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right balance vesting equally on the same vesting schedule. All last day of every month thereafter over the option shares issued under the Time-Based Grant following 36 months (collectively, the “Time-Based Option SharesInitial Equity Award”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible Restricted Stock Units for continued or accelerated vesting thereafter will be converted into the right up to receive the consideration payable to holders 1,250,000 shares of Common Stock and Options for up to 2,750,000 shares of the Company in such transaction (net of the applicable exercise price), which right Common Stock will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control vest in accordance with the terms and conditions set forth on Exhibit B attached hereto (the “Supplemental Equity Award”). The per share exercise price of Section 5(b), subject to clause the Options will be the Fair Market Value (i) above. (e) Notwithstanding anything to the contrary contained as defined in the Plan or hereunderEquity Plan) of the Common Stock determined as of the Start Date. The Executive and Company shall cooperate, following the Executive’s Start Date, on the establishment of a revised long-term incentive compensation program for eligible employees of the Company. As of the Effective Date, the Company currently has 5,898,000 shares of Common Stock available for issuance under the Equity Plan. The Board intends to increase the number of shares of Common Stock under the Equity Plan in a sufficient amount to satisfy the Executive Awards. The Board will not amend or terminate any recommend the stockholders of the Equity Documents in a manner Company that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change the stockholders approve such increase at the Company’s 2024 annual meeting of Control) without your prior written consentthe stockholders. The Executive acknowledges that there is no guarantee that the stockholders will approve such recommendation.

Equity. Subject to the approval of the Company’s Board of Directors (a) In connection with the commencement of your role “Board”), Consultant will be granted, as CEO and President, subject to promptly as practicable following the Company’s first 409A valuation approved by the Board approval which shall be obtained at following the first board meeting following your Start Effective Date, the Company will grant to you . an option to purchase 2,835,263 shares 505,366 shares, which is equal to [***] of the Company’s Common Stock fully-diluted issued and outstanding shares as of the date of this Agreement (the “Time-Based GrantOption”). The Timeshares subject to the Option shall vest as follows: (i) 416,184 shares, which represent [***] of the Company’s fully diluted issued and outstanding shares, shall vest in 48 equal monthly installments on the first day of each month following the Effective Date, subject to Consultant’s continuous service relationship with the Company on each applicable vesting date (the “Time Vesting Option”) and (ii) 89,182 shares, which represent [***] of the Company’s fully-Based Grant diluted issued and outstanding shares, shall vest upon the Company’s completion of the first milestone of an [***] sponsored research program (the “Performance Condition”), subject to Consultant’s continuous service relationship with the Company through the date the Performance Condition is satisfied (the “Performance Vesting Option”). If, upon the satisfaction of the Performance Condition, 89,182 shares represents less than [***] of the Company’s fully-diluted issued and outstanding shares, the Company shall issue to Consultant an option to purchase an additional number of shares such that total number of shares subject to the Performance Vesting Option equals [***] of the Company’s fully-diluted issued and outstanding shares on the date the Performance Condition is satisfied. Notwithstanding anything to the contrary in this Section 4, in the event that (a) the Company consummates a Change in Control (as defined in the Company’s 2021 Equity Incentive Plan), the Option shall vest and become fully exercisable immediately prior to the consummation of such transaction and (b) in the event Consultant’s Services are terminated pursuant to clause (ii) or clause (vi) of Section 6 hereof, the Time Vesting Option shall accelerate [***] subject in each case to Consultant’s execution of a standard release in favor of the Company, which release does not impose any restrictive covenants on Consultant beyond those already reflected in this Agreement. The exercise price per share of the Option will be issued at an exercise price equal to the fair market value per share of Common Stock the Company’s common stock on the date of grantthe Option is granted, as determined by the Board. You will have the right to early exercise the Time-Based Grant, Board in whole or in part, prior to vesting, with the shares issued good faith based upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerateCompany’s most recent 409A valuation report. The Time-Based Grant Option will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (stock plan and the “Plan”), and associated stock option agreement provided by the Company (collectively the “Equity Documents”). (b) In addition. Any vested portion of the Option shall remain exercisable until the Option’s expiration date, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on [***] from the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with As a material inducement to accept the commencement Company’s offer of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Dateemployment, the Company will grant recommend to you the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, (i) an option to purchase 2,835,263 165,000 shares of common stock of the Company (the “New Hire Stock Option”) and (ii) a restricted stock unit award for 12,000 shares of common stock of the Company with time-based vesting (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). The New Hire Equity Awards will have the following terms: (i) As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Option will be granted to the Executive under the Company’s 2017 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the terms of the Company’s Common Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the “Time-Based Grant”)shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The Time-Based Grant New Hire Stock Option will be issued at have an exercise price equal to the fair market value per closing price of a common share of Common Stock the Company on the date of grant, as determined by Nasdaq Global Select Market on the Boardgrant date. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a repurchase right on termination of employment to the same vesting schedule. All extent and as provided in Section 8(b) of this Agreement. (ii) Subject to the Executive’s continued employment and the terms of the option shares issued under Company’s 2018 Stock Incentive Plan, as amended (the Time-Based Grant (collectively“2018 Plan”) and the applicable restricted stock unit award agreement entered into by the Executive and the Company pursuant to the 2018 Plan, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will New Hire RSUs shall vest in one installment on the first anniversary of the Start Date, and the remaining 75% grant date. The New Hire RSUs shall be subject to accelerated vesting of the Timetime-Based Option Shares will vest over three years thereafter based vesting awards in equal monthly installments until the fourth anniversary connection with a termination of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior employment to the Change extent and as provided in Section 8(b) of Control, this Agreement. (iii) The New Hire Equity Awards and additionally, if your employment is terminated at any time after a Change of Control without Cause subsequently granted equity or for Good Reason, the vesting of all of the thenstock-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in based awards under the Company’s 2007 Equity Incentive Planequity incentive plans, including stock options and restricted stock unit awards, will be collectively referred to in this Agreement as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity DocumentsAwards.”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. The Chairman of the Board will recommend to the Board of Directors of the Parent (athe “Board”) In connection with the commencement that Executive receive a grant of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option options to purchase 2,835,263 500,000 shares of the Company’s Common Stock of the Parent (the “Time-Based GrantOptions”). The Time-Based Grant will be issued at If granted, the Options shall have an exercise price equal to the fair market value per share closing price of Common Stock Parent's common stock on the date trading day that such Options are issued. 250,000 of grant, as determined by the Board. You will have the right to early exercise the Timethese Options shall vest over a four-Based Grant, in whole or in part, prior to vestingyear period, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest such options vesting on the first anniversary of the Start Dategrant date, and the remaining 75% vesting in 12 tranches each three months thereafter. 250,000 of the Time-Based Option Shares will these options shall vest over three years thereafter in equal monthly installments until a four-year period, with 25% vesting on each anniversary date of grant, provided that the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions stock performance metric set forth in Exhibit A attached hereto (the Company’s 2007 Equity Incentive Plan“Stock Performance Metric”) has been achieved, as may determined by the Board in its sole reasonable discretion. The Options shall be amended from time subject, in all respects, to time (i) the Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan (the “Plan”), and associated (ii) an Incentive Stock Option Agreement to be entered into by the Parent and the Executive. The Chairman of the Board will recommend to the Board that Executive receive a grant of 250,000 shares of restricted common stock option agreement of the Parent (collectively the “Equity DocumentsRestricted Stock”). (b) In addition. If granted, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 these shares of the Company’s Common Restricted Stock (shall vest over a four-year period in for equal amounts beginning on the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on first anniversary after the date of grantissuance, provided that the Stock Performance Metric has been achieved, as determined by the BoardBoard in its sole reasonable discretion. You will have the right to early exercise the Performance-Based GrantThe Restricted Stock shall be subject, in whole or in partall respects, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares the Alphatec Holdings, Inc. 2005 Employee, Director and Consultant Stock Plan (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “CodePlan”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms a Restricted Stock Agreement to be entered into by the acquirer in connection with such Change of Control, then the Time-Based Grant Parent and the Performance-Based Grant will terminate upon Executive. In the closing event of the Change termination of Control Executive’s employment due to death, any unvested Options or Restricted Stock granted under this Agreement shall become fully vested and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be not subject to the vesting and acceleration provisions relating to such Time-Based Grant forfeiture or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) aboverepurchase. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with Subject to approval by the commencement of your role as CEO and PresidentCompany’s Compensation Committee, subject to Board approval which shall be obtained at on the first board meeting following your Start Commencement Date, the Company Executive will grant be granted the following equity awards pursuant to you and in accordance with the Company’s 2015 Stock Option and Incentive Plan (the “Plan”), consisting of an Option Award and an RSU Award (each as defined below): (i) The Executive will be granted an option (the “Option Award”) to purchase 2,835,263 940,600 shares of the Company’s Common Stock common stock (the “Time-Based GrantCommon Stock”). The Time-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon underlying the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant Option Award (collectively, the “Time-Based Option Shares”) will initially be unvested. to (a) have an exercise price per share equal to the closing price of the Common Stock on The Nasdaq Global Select Market on the Commencement Date, and (b) vest and become exercisable, subject to the Executive’s continued service on each applicable vesting date, as follows: 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Commencement Date, and the remaining 75an additional 2.0833% of the Time-Based Option Shares will vest over three years thereafter in equal on a monthly installments until basis at the fourth end of each one-month period following the first anniversary of the Start Commencement Date until the four-year anniversary of the Commencement Date; providedand (ii) The Executive will also be granted 100,000 restricted stock units, that in each representing the event right to receive one share of Common Stock (the “RSU Award”), with the shares underlying the RSU Award to (a) commence vesting as of the first day of the first calendar quarter immediately following the Commencement Date (the “RSU Vesting Commencement Date”), and (b) vest and become settleable, subject to the Executive’s continued service on each applicable vesting date, over a Change of Controlfour-year period, 50as follows: 25% of any unvested Time-Based Option Shares the RSU Award will vest immediately prior to on the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all first anniversary of the thenRSU Vesting Commencement Date and an additional 25% of the RSU Award will vest at the end of each one-remaining unvested Timeyear period following the first anniversary of the RSU Vesting Commencement Date until the four-Based year anniversary of the RSU Vesting Commencement Date. Each of the Option Shares will immediately accelerate. The Time-Based Grant Award and the RSU Award will be subject in all other respects to and governed by the terms and conditions set forth in of the Company’s 2007 Equity Incentive PlanPlan and the applicable equity award agreement between the Executive and the Company (collectively, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with Subject to approval by the commencement Board of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Date, Directors of the Company (“the Board”) and Employee entering into the Company’s Restricted Stock Agreement, within sixty days following the Effective Date Employee will receive under the Viela Bio 2018 Equity Incentive Plan (the “Equity Plan”) a grant to you an option to purchase 2,835,263 of 76,402 restricted shares (the “Restricted Shares”) of the Company’s common stock par value $0.001 (“Common Stock (the “Time-Based GrantStock”). The Time, which Restricted Shares are expected to represent approximately 0.24 percent of the Company’s fully-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock diluted equity on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, however, that in the event number of a Change of ControlRestricted Shares may be reduced if the Effective Date occurs after January 15, 50% of 2018, to reflect any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the additional vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerateEmployee’s AstraZeneca plc equity awards. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Restricted Shares will vest in full upon two annual installments on the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations first and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion second anniversaries of the Time-Based Grant and/or grant date. Employee will have the Performance-Based Grant will be deemed choice to be “incentive stock options” within the meaning make an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) within thirty days following the grant date. Employee will be solely responsible for making any such election. (b) Subject to approval by the Board and Employee entering into the Company’s Stock Option Agreement (the “Option Agreement”), only Employee will also be eligible for an option to purchase 120,000 shares of Common Stock (the extent permitted under the Code and will otherwise be deemed “Option”) (which shares are expected to be “non qualified” stock options. For example and without limiting the generality represent approximately 0.38 percent of the foregoing, the maximum fair market value (determined as of Company’s fully-diluted equity on the date of grant) to be granted under the Equity Plan with an exercise price equal to the fair market value of stock for which “incentive stock options” may become exercisable within a calendar the Common Stock on the date of grant. The Option will be granted following the Company’s receipt of an independent third-party valuation and will vest over four years according to the following schedule: twenty-five percent of the Option shares will vest after one year is $100,000and the remaining Option shares will vest in equal quarterly amounts over the next three years. (dc) IfEmployee may be eligible for future grants under the Equity Plan, upon as determined by the Board in its sole discretion. All equity awards may be subject to dilution following grant. As a Change of Controlcondition to receiving the Restricted Shares, the Option and/or any other equity grants, Employee will be required to enter into (i) any portion the Right of your TimeFirst Refusal and Co-Based Grant or Performance-Based Grant remain unvested but is eligible under Sale Agreement, to be dated as of the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vestingEffective Date, by and among the Company and certain stockholders of the Company, and (ii) such unvested portion(s) the Voting Agreement, to be dated as of the Time-Based Grant or Effective Date, by and among the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant Company and the Performance-Based Grant will terminate upon the closing certain stockholders of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) aboveCompany. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with As a material inducement to accept the commencement Company’s offer of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Dateemployment, the Company will grant recommend to you the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, (i) an option to purchase 2,835,263 500,000 shares of common stock of the Company’s Common Stock Company (the “TimeNew Hire Stock Option”), (ii) a restricted stock unit award for 100,000 shares of common stock of the Company with time-Based Grantbased vesting (the “New Hire RSUs”), and (iii) a restricted stock unit award for 100,000 shares of common stock of the Company with performance-based vesting (the “New Hire PSUs” and together with the New Hire Stock Option and the New Hire RSUs, the “New Hire Equity Awards”). The Time-Based Grant New Hire Equity Awards will have the following terms: (i) As an inducement that is material to the Executive’s employment with the Company, the New Hire Stock Option will be issued at granted to the Executive under the Company’s 2019 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). Subject to the Executive’s continued employment and the terms of Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the Effective Date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over three years with the first installment (representing approximately 33-1/3% of the shares) vesting on the first anniversary of the grant date and the balance vesting over the next two years thereafter in approximately equal monthly installments. The New Hire Stock Options will have an exercise price equal to the fair market value per closing price of a common share of Common Stock the Company on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right Nasdaq Global Select Market on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employmentdate. (ii) Following Subject to the first to occur of (x) completion of an underwritten initial public offering Executive’s continued employment and the terms of the Company’s Common 2018 Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986Incentive Plan, as amended (the “Code2018 Plan”), only ) and the applicable restricted stock unit award agreement entered into by the Executive and the Company pursuant to the extent permitted 2018 Plan, the New Hire RSUs will be granted as of the Effective Date and shall vest in three equal installments (representing 33-1/3% of the shares issuable under the Code New Hire RSUs) over three years with each installment vesting on the anniversary of the grant date. ACTIVE/83984557.3 (iii) Subject to the Executive’s continued employment and will otherwise the terms of the Company’s 2018 Plan and the applicable restricted stock unit award agreement entered into by the Executive and the Company pursuant to the 2018 Plan, the New Hire PSUs shall be deemed granted within forty-five (45) days following the Effective Date and the New Hire PSUs shall vest upon achievement of the performance milestones to be “non qualified” determined by the Board in consultation with Executive as provided in the applicable restricted stock options. For example and without limiting unit award agreement; provided that the generality of performance milestones are achieved by the foregoing, the maximum fair market value (determined as third anniversary of the date of the grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (div) If, upon a Change of Control, (i) any portion of your TimeThe New Hire Equity Awards with time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or based vesting shall be subject to accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer vesting in connection with such Change a termination of Controlemployment to the extent and as provided in Section 9(b) and Section 9(c) of this Agreement. The New Hire Equity Awards and any subsequently granted equity or stock-based awards under the Company’s equity incentive plans, then the Time-Based Grant including stock options and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter restricted stock unit awards, will be converted into collectively referred to in this Agreement as the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will “Equity Awards.” Equity Awards with performance vesting shall not be subject to accelerated vesting under Section 9(c) of this Agreement but, to the vesting and acceleration provisions relating to extent provided in such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b)Equity Awards, as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow subject to you upon accelerated vesting or otherwise forfeited by you. For the avoidance in connection with a termination of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect employment to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (Cextent and as provided under Section 9(b) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovethis Agreement. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with A. To the commencement of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Dateextent applicable, the Company will grant terms and conditions of the First Amended Northstar Healthcare, Inc. Stock Option Plan (the “Plan”) and the Stock Option Agreement(s) executed by Employee pursuant thereto (collectively the “Option Agreements”) are incorporated herein by reference and shall survive the signing of this Agreement. Pursuant to you an option the Plan and Options Agreements, Employee has been granted options to purchase 2,835,263 a total of 1,500,000 shares of the Company’s non-voting Common Stock (the “Time-Based GrantOptions”). The Time-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion As of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Separation Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter Employee shall have vested in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option options to purchase 1,417,631 a total of 1,000,000 shares of the Company’s non-voting Common Stock (the “Performance-Based GrantVested Options”). The Performance-Based Grant will 548,218 of the Vested Options may be issued exercised by Employee at an exercise a purchase price equal to the fair market value of CAD $1.87 per share and 451,782 of Common Stock on the date Vested Options may be exercised by Employee at a purchase price of grant, as determined by CAD $3.44 per share. Employee shall not be permitted to vest in any additional options or other forms of Company equity following the BoardSeparation Date. You will have Employee shall retain the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with Vested Options during the shares issued upon ninety (90) day period following the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone Separation Date or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any applicable time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions period set forth in the Equity DocumentsPlan and Option Agreements; otherwise, the Options shall terminate in accordance with the provisions of the Plan. Any part of the Options that are not vested as of the Separation Date shall be forfeited. The parties mutually agree that Employee shall forfeit any entitlement to the RSUs described in the last sentence of Section 4(c) of the First Amendment to the Employment Agreement. (c) You acknowledge that any portion B. Employee holds 3,143,746 shares of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive common stock options” within the meaning of the Internal Revenue Code of 1986, as amended in Nobilis Health Corp. (the “CodeEmployee Common Shares”) some of which were issued pursuant to that certain Confidential Agreement by and between Northstar Healthcare Subco, LLC, Nobilis Health Corp., Xxxxx Health Corp., North American Laserscopic Institute, LLC, and various Athas Sellers, made effective June 30, 2015 (the “Confidential Agreement”). All Employee Common Shares are subject to certain restrictions found in Section 2 of the Confidential Agreement (the “Sales Restrictions”). On the Effective Date, only the Company agrees that the Sales Restrictions placed on the Employee Common Shares, are hereby removed and eliminated. The Company and Employee further agree that this Section constitutes an amendment of the Confidential Agreement to remove Section 2(a) through (h) as it applies to the extent permitted under Employee Common Shares, and it is the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality intent of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms parties that no provision set forth in Section 5(a2(a) or 5(b) above for continued or accelerated vesting, and through (ii) such unvested portion(sh) of the TimeConfidential Agreement shall constitute a restriction on Employee’s ability to transfer the Employee Common Shares. Moreover, Company agrees to work with Employee in good faith to remove all contractual lock-Based Grant or the Performance-Based Grant are not assumed or substituted up legends on substantially the same terms by the acquirer in connection with such Change all of ControlEmployee’s stock as soon as possible. Notwithstanding anything herein, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be Employee shall remain subject to the vesting any trading or resale restrictions imposed under applicable U.S. and acceleration provisions relating Canadian securities laws and regulations, and Employee hereby undertakes to comply in all respect with any such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit laws and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) aboveregulations. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the commencement of your role as CEO U.S. Securities and President, subject to Board approval which shall be obtained at Exchange Commission that occurs following the first board meeting following your Start Closing Date, the Company will grant Executive restricted stock units to you acquire an option to purchase 2,835,263 amount of shares of Company common stock determined by the Company’s Common Stock following formula: 5,031,790 less the product of 2,762,867 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Time-Based GrantInitial RSU Award”). The Time-Based Grant will To be issued at an exercise price equal to eligible for the fair market value per share of Common Stock on the date of grantInitial RSU Award, as determined Executive must still be employed by the BoardCompany when the Board or the Compensation Committee grants the Initial RSU Award. You The Initial RSU Award will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All terms and conditions of the option shares issued under the Time-Based Grant that certain 2022 Equity Incentive Plan (collectively, the “Time-Based Option SharesPlan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will initially be unvested. 25vest in accordance with the following schedule: (i) 50% of the Time-Based Option Shares total number of Initial RSU Awards will vest on in substantially equal installments (rounded down, except for the first anniversary final scheduled vesting installment) at the end of each month following the Start Date, vesting commencement date over a period of 12 months and (ii) the remaining 7550% of the Time-Based Option Shares total number of Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over three years thereafter in equal monthly installments until a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the fourth anniversary end of the Start Date; provided12-month period immediately following the vesting commencement date, that 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the Plan) on such vesting date). In the event of a Change of Controlin Control (as defined in the Plan), 50100% of any the then unvested Time-Based Option Shares will shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change of in Control, and additionally, if your employment . In the event that Executive is terminated at any time after a Change of Control without Cause or for Good ReasonCause, as defined below, the vesting of all Initial RSU Award will cease to vest as of the then-remaining unvested Time-Based Option Shares date of termination and the Executive will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth have no further right, title or interest in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”)Initial RSU Award. (b) In additionSubject to the approval of the Board or the Compensation Committee, subject to Board approval which shall be obtained at on the effective date the Company’s first board meeting filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following your Start the Closing Date, the Company will grant Executive restricted stock units to you an option to purchase 1,417,631 acquire 334,700 shares of the Company’s Common Stock Company common stock (the “Performance-Based GrantRefresh RSU Award”). The Performance-Based Grant will To be issued at an exercise price equal to eligible for the fair market value per share of Common Stock on the date of grantRefresh RSU Award, as determined Executive must still be employed by the BoardCompany when the Board or the Compensation Committee grants the Refresh RSU Award. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and The Refresh RSU Award will be subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form approved by the Company. The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”installment) will vest satisfy time-based vesting each month following the vesting commencement date over two years in equal monthly installments commencing on a period of four years. In the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing event of a Change of Controlin Control (as defined in the Plan), so that all 100% of the Transaction Milestone Performance-Based Option Shares will be vested on then unvested shares subject to the second anniversary of Refresh RSU Award shall vest immediately prior to the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing consummation of the Change of in Control. In the event that Executive is terminated for Cause, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Controldefined below, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares Refresh RSU Award will immediately accelerate cease to vest as of the date of termination of your employmentand the Executive will have no further right, title or interest in the Refresh RSU Award. (iic) Following On the first to occur of (x) completion of an underwritten initial public offering of effective date the Company’s Common Stock pursuant to a first filing of an S-8 registration statement filed with the U.S. Securities and declared effective under Exchange Commission that occurs following the Securities Act of 1933Closing Date, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splitsthe approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, combinationsEmployee shall receive a grant of 45,000 shares of Company common stock, recapitalizations and in recognition of his contributions to the like); Company (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like“Stock Closing Bonus”). The Performance-Based Grant Stock Closing Bonus will be granted subject to the Plan and the terms and conditions of an applicable stock award agreement. (d) Executive is also eligible to receive restricted stock units to acquire shares of Company common stock (the “PSU Awards”), if certain performance-based milestones established by the Company are satisfied in all other respects the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive Plan and a restricted stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only unit award agreement in a form satisfactory to the extent permitted under the Code Company and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control vest in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovetherein. (e) Notwithstanding anything Executive will also be eligible to the contrary contained in the Plan receive awards of stock options, restricted stock, restricted stock units or hereunder, other equity awards pursuant to any plans or arrangements the Company will not amend may have in effect from time to time. The Board or terminate any a committee of the Equity Documents Board shall determine in a manner its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that impairs your rights thereunder (including without limitation any rights may be in effect from time to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consenttime.

Equity. Subject to final Board approval, (ai) In connection with the commencement of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will shall grant to you an option to purchase 2,835,263 3,180,288 shares of common stock, which equals approximately 2.375% of the Company’s Common Stock shares on a fully diluted basis as of the date of this Agreement (the “Time-Based GrantInitial Equity Award”). The Time-Based Grant Initial Equity Award will be issued at an exercise price equal to vest ratably on a monthly basis over 48 months with the fair market value per share of Common Stock first vesting date on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first one month anniversary of the Start Date, subject to continued employment on each applicable vesting date, and (ii) the remaining 75Company will grant an option to purchase 3,180,288 shares of common stock, which equals approximately 2.375% of the Time-Based Option Shares Company’s shares on a fully diluted basis as of the date of this Agreement (the “Second Equity Award”). The Second Equity Award will vest ratably on a monthly basis over three years thereafter in equal monthly installments until 48 months with the fourth first vesting date on the one month anniversary of the Start Full-time Employment Commencement Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior subject to the Change of Control, and additionally, if your continued employment is terminated at any time after a Change of Control without Cause or for Good Reason, the on each applicable vesting of all of the then-remaining unvested Time-Based Option Shares will immediately acceleratedate. The Time-Based Grant will Initial Equity Award and the Second Equity Award shall be subject in all other respects to the terms of and conditions set forth in contingent upon your execution of stock option agreements issued pursuant to the Company’s 2007 Equity Incentive Planequity incentive plan (together, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) . In additionthe event you increase your time commitment as CEO beyond the part-time position initially contemplated by this Agreement but not to the extent that the Full-Time Employment Commencement Date has occurred, subject to the Board approval which shall be obtained at will consider in good faith commencing vesting of part of the first board meeting Second Equity Award before the Full-Time Employment Commencement Date. Further, in the event you become the Company’s full-time CEO, following your Start Date, the Full-time Employment Commencement Date the Company will grant to you an option to purchase 1,417,631 shares of common stock, which equals approximately .25% of the Company’s Common Stock shares on a fully diluted basis as of the grant date (the “Performance-Based GrantThird Equity Award”). The Performance-Based Grant If granted, the Third Equity Award will be issued at an exercise price equal to vest ratably on a monthly basis over 48 months with the fair market value per share of Common Stock first vesting date on the one month anniversary of the Full-time Employment Commencement Date, subject to continued employment on each applicable vesting date. At the Board’s sole discretion, you may be eligible for additional equity awards in the form of restricted stock and/or stock options, subject to your continued employment as of the applicable grant date of grant, as determined and any other terms and conditions established by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate including with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovevesting. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with Subject to final approval by the commencement of your role as CEO and President, subject to Board approval which shall be obtained at promptly on or after the first board meeting following your Start Effective Date, the Company will shall grant to you Executive: (i) Time-Based Vesting Option Award: an option to purchase 2,835,263 72,500 shares of the Company’s Common Stock, par value $0.001 per share (“Shares”) with an exercise price per Share equal to the closing trading price per share of the Company’s common stock on the Nasdaq Global Market (“FMV”) on the date the grant is approved by the Board ("Grant Date”), subject to the terms of and contingent upon Executive’s execution of a stock option award agreement issued pursuant to and under the terms of the Axcella Health Inc. 2019 Stock Option and Incentive Plan, as amended from time to time (the “Stock Plan”). To the extent permitted by law and subject to Board approval, this Time-Based Grant”). The Time-Based Grant will Vesting Option Award shall be issued at granted in the form of an exercise price equal incentive stock option meeting the requirements of Section 422 of the Code except to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise extent that Executive directs that the Time-Based Grant, Vesting Option Award be granted in whole or in partpart in the form of a non-qualified stock option. Subject to final approval by the Board, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Vesting Option Shares”) will initially be unvested. Award shall vest 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Effective Date, and respectively, thereafter the remaining 75% of the Time-Based Vesting Option Shares will Award shall vest in equal installments on a quarterly basis on the last day of each complete quarter over a period of three years thereafter in equal monthly installments until following such first anniversary, provided that Executive remains employed by the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the Company on each vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”)day. (bii) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you Performance Option Award # 1: an option to purchase 1,417,631 25,000 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at Shares with an exercise price per Share equal to the fair market value per share FMV on the Grant Date, subject to the terms of Common and contingent upon Executive’s execution of a stock option award agreement issued pursuant to and under the terms of the Stock Plan. To the extent permitted by law and subject to Board approval, this Performance Option Award #1 shall be granted in the form of an incentive stock option meeting the requirements of Section 422 of the Code except to the extent that Executive directs that this Performance Option Award be granted in whole or in part in the form of a non-qualified stock option. Subject to final approval by the Board, this Performance Option Award #1 shall vest over a period of eight quarters (on the last day of each complete quarter) with vesting beginning on the date of grantthat the Company closes one or more financings that raises sufficient capital, as determined by the Board, to fund the Board approved corporate budgets for 2020 and 2021, which budgets will be set at such time as the Board deems appropriate (and which may be updated by the Board during the years in question), provided that the Executive remains employed by the Company on each such vesting date. (iii) Performance Option Award #2: an option to purchase 25,000 shares of the Company’s Shares with an exercise price per Share equal to the FMV on the Grant Date, subject to the terms of and contingent upon Executive’s execution of a stock option award agreement issued pursuant to and under the terms of the Stock Plan. You will have To the right extent permitted by law and subject to early exercise Board approval, this Performance Option Award #2 shall be granted in the Performance-Based Grant, form of an incentive stock option meeting the requirements of Section 422 of the Code except to the extent that Executive directs that this Performance Option Award #2 be granted in whole or in partpart in the form of a non-qualified stock option. Subject to final approval by the Board, prior to vesting, with the shares issued upon the exercise this Performance Option Award #2 shall vest over a period of any unvested portion of the Performance -Based Grant to be subject to a repurchase right eight quarters (on the same last day of each complete quarter) with vesting schedule. All option shares issued under beginning when and if the Performance-Based Grant (collectively Board determines that the “Performance-Based Option Shares”) will initially be unvested and will be subject Company has ended 2021 with cash balance sufficient to vesting as follows: (i) 354,408 Performance-Based Option Shares (fund the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on Board approved budget for 2022, provided that the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms Executive remains employed by the acquirer in connection with Company on each such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovedate. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. Subject to approval by the Board (a) In connection or a committee thereof), and as an inducement material to Executive’s entering into employment with the commencement of your role as CEO and PresidentCompany, subject to Board approval which Executive shall be obtained at the first board meeting following your Start Date, the Company will grant to you granted an option to purchase 2,835,263 350,000 shares of common stock in the Company’s Common Stock Company at the fair market value on the date of grant (the “Time-Based GrantInitial Option”). The Time-Based Grant will be issued at an exercise price equal shares subject to the fair market value per share Initial Option will vest over four years of Common Stock on continuous service to the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vestingCompany, with twenty-five percent (25%) of the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same Initial Option vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first year anniversary of the Start Effective Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter shares vesting in equal monthly installments until over the fourth anniversary subsequent thirty-six (36) months of continuous service thereafter. In addition, subject to approval by the Board (or a committee thereof), and also as an inducement material to Executive’s entering into employment with the Company, Executive shall be granted an option to purchase an additional 225,000 shares of common stock in the Company at the fair market value on the date of grant (the “Additional Option”). The shares subject to the Additional Option will fully vest on December 31, 2020. The Initial Option and Additional Option shall be governed in all respects by the terms of the Start Date; providedCompany’s 2020 Inducement Plan (the “Plan”) and option agreement between Executive and the Company. Executive shall be entitled to be considered for additional stock option grants under the Plan or the Company’s 2018 Equity Incentive Plan, that as amended, as approved by the Board (or a committee thereof) in its sole discretion. In addition, (i) with respect to the Initial Option only, in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately Transaction (as defined in the Plan) at a time when Executive’s Continuous Service (as defined in the Plan) has not terminated prior to the Change of Control, and additionallysuch Transaction, if your employment is terminated at any time after the surviving corporation or acquiring corporation (or the surviving or acquiring corporation’s parent company) does not assume or continue the Initial Option or substitute a Change similar stock award for the Initial Option (including, but not limited to, an award to acquire the same consideration paid to the stockholders of Control without Cause or for Good Reasonthe Company pursuant to the Transaction), then the vesting of all the Initial Option shall immediately accelerate in full, and (ii) with respect to the Additional Option only, notwithstanding any provision in the Plan or form of Additional Option agreement to the contrary, in the event of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all termination of Executive’s Continuous Service (other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”than for Cause), and associated stock option agreement the Executive may exercise his Additional Option (collectively if vested) within the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares period of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing time ending on the earlier of (xa) the date one month after that is eighteen (18) months following the achievement termination of the Transaction Milestone or Executive’s Continuous Service, (yb) the date one month after the closing of a Change of ControlTransaction, so that all of or (c) the Transaction Milestone Performance-Based Option Shares will be vested on the second tenth (10th) anniversary of the achievement grant date of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employmentAdditional Option. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. Effective on the second Friday of the month, or if not a trading day, the trading day prior (athe “Grant Date”) In connection with in which the commencement of your role Executive commences employment, as CEO and President, subject to Board approval which shall be obtained at long as the first board meeting following your Start day of employment with Sangamo occurs between the prior Grant Date and the day preceding the Grant Date, the Company will Compensation Committee of the Board shall grant to you an option non- statutory stock options to purchase 2,835,263 up to 80,000 shares of the Company’s Common Stock subject to the terms and conditions of the Company’s 2018 Equity Incentive Plan (the “Time-Based Grant”). The Time-Based Grant will be issued at Plan”),with an exercise price per share equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock on the Grant Date (the “Performance-Based GrantOption”). The Performance-Based If the first day of employment is Grant Date, the equity incentive award will be issued at an exercise price equal to the fair market value per share of Common Stock received on the date of grant, as determined subsequent Grant Date. The Option will be evidenced by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All standard stock option shares issued agreement under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested Plan and will be subject to vesting as follows: the terms and conditions of that agreement and the Plan: • 1/4th (ione-fourth) 354,408 Performance-Based of the Option Shares (the “Transaction Milestone Performance-Based Option Shares”) shares will vest over two years on the first-year anniversary of the Grant Date, and • 1/48th (one forty-eighth) of the Option shares will vest in equal monthly installments commencing on the earlier of for thirty-six (x36) the date one month after the achievement months thereafter, provided Executive remains a full-time employee through each such vesting date. Vesting of the Transaction Milestone or (y) Option and any subsequent equity grants will cease upon termination of Executive’s service by either party for any reason. i. Also, subject to approval by the date one month after the closing of a Change of Control, so that all Compensation Committee of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2Board, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier we intend to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. grant you 40,000 restricted stock units (ii"Restricted Stock Units") Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like)Plan. The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into Each Restricted Stock Unit represents the right to receive the consideration payable to holders of Common Stock one share of the Company's common stock upon the specified issuance date following vesting. Your Restricted Stock Units will vest in a series of three (3) successive equal annual installments upon your completion of each year of service to the Company in such transaction (net measured from the Vesting Commencement Date. The issuance of the applicable exercise price), which right underlying shares of common stock in settlement of vested Restricted Stock Units will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicableCompany's collection of all applicable withholding taxes. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 The Restricted Stock Units will be held in escrow for your benefit evidenced by the Plan's form of Restricted Stock Unit Issuance Agreement and any decisions regarding will be subject to its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) aboveand the Plan. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection Subject to the approval of the Board or the Compensation Committee of the Board (“Compensation Committee”), on the effective date the Company’s first filing of an S-8 registration statement with the commencement of your role as CEO U.S. Securities and President, subject to Board approval which shall be obtained at Exchange Commission that occurs following the first board meeting following your Start Closing Date, the Company will grant Executive restricted stock units to you an option to purchase 2,835,263 acquire shares of Company common stock determined by the Company’s Common Stock following formula: 782,649 less the product of 429,739 multiplied by the final Exchange Ratio (as determined pursuant to the Merger Agreement) (the “Time-Based GrantInitial RSU Award”). The Time-Based Grant will To be issued at an exercise price equal to eligible for the fair market value per share of Common Stock on the date of grantInitial RSU Award, as determined Executive must still be employed by the BoardCompany when the Board or the Compensation Committee grants the Initial RSU Award. You The Initial RSU Award will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All terms and conditions of the option shares issued under the Time-Based Grant that certain 2022 Equity Incentive Plan (collectively, the “Time-Based Option SharesPlan”) and a restricted stock unit award agreement in a form approved by the Company. The Initial RSU Award will initially be unvested. 25vest in accordance with the following schedule: (i) 50% of the Time-Based Option Shares total number of Initial RSU Awards will vest on in substantially equal installments (rounded down, except for the first anniversary final scheduled vesting installment) at the end of each month following the Start Date, vesting commencement date over a period of 12 months and (ii) the remaining 7550% of the Time-Based Option Shares total number of Initial RSU Awards will vest in in substantially equal installments (rounded down, except for the final scheduled vesting installment) at the end of each month following the vesting commencement date over three years thereafter in equal monthly installments until a period of four years, with prongs (i) and (ii) occurring concurrently, such that, at the fourth anniversary end of the Start Date; provided12-month period immediately following the vesting commencement date, that 62.5% of the total number of Initial RSU Awards will have vested (subject to the Executive’s Continuous Service (as defined in the Plan) on such vesting date). In the event of a Change of Controlin Control (as defined in the Plan), 50100% of any the then unvested Time-Based Option Shares will shares subject to the Initial RSU Award shall vest immediately prior to the consummation of the Change of in Control, and additionally, if your employment . In the event that Executive is terminated at any time after a Change of Control without Cause or for Good ReasonCause, as defined below, the vesting of all Initial RSU Award will cease to vest as of the then-remaining unvested Time-Based Option Shares date of termination and the Executive will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth have no further right, title or interest in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”)Initial RSU Award. (b) In additionSubject to the approval of the Board or the Compensation Committee, subject to Board approval which shall be obtained at on the effective date the Company’s first board meeting filing of an S-8 registration statement with the U.S. Securities and Exchange Commission that occurs following your Start the Closing Date, the Company will grant Executive restricted stock units to you an option to purchase 1,417,631 acquire 161,300 shares of the Company’s Common Stock Company common stock (the “Performance-Based GrantRefresh RSU Award”). The Performance-Based Grant will To be issued at an exercise price equal to eligible for the fair market value per share of Common Stock on the date of grantRefresh RSU Award, as determined Executive must still be employed by the BoardCompany when the Board or the Compensation Committee grants the Refresh RSU Award. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and The Refresh RSU Award will be subject to the terms and conditions of the Plan and a restricted stock unit award agreement in a form approved by the Company. The Refresh RSU Award will vest in accordance with the following schedule: one-forty eighth (1/48th) of the total number of Refresh RSU Awards (rounded down, except for the final scheduled vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”installment) will vest satisfy time-based vesting each month following the vesting commencement date over two years in equal monthly installments commencing on a period of four years. In the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing event of a Change of Controlin Control (as defined in the Plan), so that all 100% of the Transaction Milestone Performance-Based Option Shares will be vested on then unvested shares subject to the second anniversary of Refresh RSU Award shall vest immediately prior to the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing consummation of the Change of in Control. In the event that Executive is terminated for Cause, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Controldefined below, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares Refresh RSU Award will immediately accelerate cease to vest as of the date of termination of your employmentand the Executive will have no further right, title or interest in the Refresh RSU Award. (iic) Following On the first to occur of (x) completion of an underwritten initial public offering of effective date the Company’s Common Stock pursuant to a first filing of an S-8 registration statement filed with the U.S. Securities and declared effective under Exchange Commission that occurs following the Securities Act of 1933Closing Date, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splitsthe approval of the Board or the Compensation Committee and Executive’s continued employment with the Company through such date, combinationsEmployee shall receive a grant of 45,000 shares of Company common stock, recapitalizations and in recognition of his contributions to the like); Company (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like“Stock Closing Bonus”). The Performance-Based Grant Stock Closing Bonus will be granted subject to the Plan and the terms and conditions of an applicable stock award agreement. (d) Executive is also eligible to receive restricted stock units to acquire shares of Company common stock (the “PSU Awards”), if certain performance-based milestones established by the Company are satisfied in all other respects the future and provided that Executive has remained continuously employed by the Company through the date that the Board or the Compensation Committee grants such PSU Awards. The PSU Awards, if granted, will be issued subject to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive Plan and a restricted stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only unit award agreement in a form satisfactory to the extent permitted under the Code Company and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control vest in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovetherein. (e) Notwithstanding anything Executive will also be eligible to the contrary contained in the Plan receive awards of stock options, restricted stock, restricted stock units or hereunder, other equity awards pursuant to any plans or arrangements the Company will not amend may have in effect from time to time. The Board or terminate any a committee of the Equity Documents Board shall determine in a manner its discretion whether Executive shall be granted any such equity awards and the terms of any such award in accordance with the terms of any applicable plan or arrangement that impairs your rights thereunder (including without limitation any rights may be in effect from time to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consenttime.

Equity. (ai) In connection with Effective as of the commencement of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Commencement Date, Employer will recommend to the Company will grant to you an option Board that Employee be granted options (the “Subject Options”) to purchase 2,835,263 shares of the Company’s Holdco Common Stock (the “Time-Based GrantSubject Stock”) pursuant to an equity plan to be adopted by Employer prior to the Commencement Date (the “Plan”) and an award agreement to be provided by Employer (the “Award Agreement”). The TimePlan and Award Agreement shall reflect the terms of the Subject Options as set forth in this Agreement. The Subject Options shall be granted no later than thirty (30) days following the Commencement Date. Employer represents and warrants that such Subject Stock will represent no less than 1.5% of the total authorized, issued and outstanding shares of any and all series and classes of capital stock in Holdco as determined on a fully diluted basis as of the Commencement Date after taking into account the existence, exercise or issuance of any and all outstanding and available classes of authorized shares of capital stock in Holdco and all options, warrants, restricted shares, convertible debts or other instruments of any kind or nature capable of being exchanged for securities or capital stock in Holdco (collectively “Holdco Stock”). Except following a termination by Employer for Cause or Employee’s breach of restrictive covenants, the Subject Options shall have a one-Based Grant will be issued at an year period post-employment exercise price equal period to the fair market value per share extent vested as of Common Stock on the date of granttermination (unless expressly provided otherwise). (ii) Subject to Employee’s continued employment on the applicable vesting date (unless expressly provided otherwise), as determined by the Board. You will Subject Options shall have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion following vesting terms: (A) 50% of the Time-Based Grant to Subject Options shall be subject to a repurchase right on the same time-vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option SharesTime Vesting Options”) will initially be unvested. whereby 25% of the Time-Based Option Shares will Time Vesting Options shall vest on the first one-year anniversary of the Start Date, closing of the Transaction and the remaining 75% of the Time-Based Option Shares will Time Vesting Options shall vest over three years thereafter in equal monthly quarterly installments until over the fourth anniversary of the Start Datenext 12 calendar quarters; provided, that in the event of a Change of Control, and (B) 50% of any unvested Time-Based Option Shares will the Subject Options shall vest immediately prior when Providence Equity Partners L.L.C. (“PEP”) has received cash (or cash equivalent) proceeds of a multiple equal to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject two times (2.0 x) PEP’s total invested equity in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time Holdco Stock (the “Plan”), and associated stock option agreement (collectively the “Equity DocumentsPerformance Vesting Options”). (biii) One hundred percent (100%) of the Time Vesting Options shall accelerate and fully vest in the event of the occurrence of a Change in Control as defined under the Plan and including the direct or indirect purchase by a third party of 51% of Holdco Stock. (iv) In additionthe event Employee’s employment with Employer is terminated by reason of Employee’s death, subject to Board approval which shall be obtained at Disability, by Employer without Cause, or by Employee for Good Reason: (A) The Time Vesting Options that would otherwise have vested between the first board meeting following your Start Date, date of termination and the Company will grant to you an option to purchase 1,417,631 shares twelve month anniversary of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant date of termination will be issued at an exercise price equal to the fair market value per share of Common Stock accelerate and fully vest on the date of granttermination; and (B) The Performance Vesting Options shall remain outstanding for a one-year period following a termination by Employer without Cause or by Employee with Good Reason and shall vest if, as determined during such one-year period, the applicable performance hurdle is satisfied. (v) In the event Employee’s employment with Employer is terminated by Employer for Cause or if the Board. You Employee breaches his restrictive covenants all Subject Options, whether vested or unvested, will have immediately be forfeited. (vi) In the right event Employee’s employment with Employer is terminated by Employer for Cause or if the Employee breaches his restrictive covenants, Employer will be entitled to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued repurchase any Subject Stock received upon the exercise of any unvested portion the Subject Option at an amount equal to the lower of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares cost minus prior distributions and (the “Transaction Milestone Performance-Based Option Shares”ii) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate fair market value as of the date of termination of your employmentthe repurchase during the Restricted Period. (vii) Employee shall have the right to elect to require Employer to repurchase any Subject Stock at the lower of (i) cost minus prior distributions and (ii) Following the first to occur of (x) completion of an underwritten initial public offering then fair market value of the Company’s Common Stock pursuant to a registration statement filed Subject Stock, each as and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock optionsEmployer’s credit agreement as in effect at such time. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) Any such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall repurchase election must be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: in writing within six (i6) upon the closing of months following a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovetermination hereunder. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with You will continue to be eligible to participate in the commencement of your role as CEO and PresidentCompany’s equity incentive program, subject to approval by the Board. The Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to previously granted you an option to purchase 2,835,263 three grants totaling 13,500,000 shares of the Company’s Common Stock (the “Time-Based Grant”). The Time-Based Grant will be issued common stock at an exercise a purchase price per share equal to the fair market value per share of Common Stock common stock on the date of grant, as determined by of which you currently hold 11,475,000 shares of common stock (the Board“Initial Equity Grants”), pursuant to the transfer of 2,025,000 shares of common stock to Nallicheri Family Living Trust, dated November 23, 2010 on January 1, 2010. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, In connection with the shares issued upon execution of this letter agreement, you and the exercise of any unvested portion of Company will execute such amended stock restriction or other agreements as necessary to ensure that the Time-Based Grant to Initial Equity Grants will be subject to a repurchase right on vesting as follows and subject to any acceleration provisions set forth in the same vesting schedule. All Severance Policy (as defined below): 11,475,000 shares of common stock shall vest commencing as of the option shares issued under the Time-Based Grant date of this letter agreement (collectively, the “Time-Based Option SharesVesting Start Date”) will initially be unvested. 25% of the Timein forty-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in eight (48) equal monthly installments until the fourth anniversary of the Vesting Start Date; provided, subject to your continued employment or other service relationship with the Company on such vesting date. In addition, we will recommend to the Board at or before its next meeting after the execution of this letter agreement that you be granted either an additional 1,700,000 shares of the Company’s common stock at a purchase price per share equal to fair market value of one share of common stock on the date of grant, or an option to purchase an additional 1,700,000 shares of the Company’s common stock at an exercise price per share equal to fair market value of one share of common stock on the date of grant (the “New Grant”). Such New Grant, if approved, and subject to any acceleration provisions set forth in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will Severance Policy shall vest immediately prior to the Change of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all commencing as of the thenVesting Start Date in forty-remaining unvested Time-Based Option Shares will immediately accelerateeight (48) equal monthly installments until the fourth anniversary of the Vesting Start Date, subject to your continued employment or other service relationship with the Company on such vesting date. The Time-Based Such New Grant will be subject in all other respects to the terms and conditions set forth in a Restricted Stock Agreement or Stock Option Agreement to be entered into between you and the Company as a condition to the receipt of such restricted shares of common stock, as well as the Company’s 2007 Equity Incentive 2019 Stock Option and Grant Plan. EQRx, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”). (b) Inc. In addition, subject and notwithstanding anything to Board approval which shall be obtained at the first board meeting contrary in the Severance Policy, in the event that you are, in connection with or within 12 months following your Start Datea Change in Control, terminated by the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or you terminate your employment for Good Reason at Reason, any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining then- unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of (x) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be shares subject to the vesting Initial Equity Grants or the New Grant shall immediately accelerate and acceleration provisions relating to such Time-Based Grant become fully nonforfeitable or Performance-Based Grant set forth in Section 5(a) or 5(b)exercisable, as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit For purposes of this letter agreement and any decisions regarding its disposition or management shall be made by you until released from escrow the Severance Policy as it applies to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with the commencement of your role as CEO and President, subject Subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 2,835,263 shares of the Company’s Common Stock Board or an appropriate committee thereof, and pursuant to the terms of the Pulmatrix, Inc. 2013 Employee, Director and Consultant Equity Incentive Plan (the “TimePlan”): (i) On the Commencement Date or as soon as practicable thereafter, Company shall grant Executive an option (the “First Option”) to purchase a number of shares of common stock of Company which, when combined with the number of shares or options to acquire shares currently held by Executive, shall represent Four Percent (4%) of the fully-Based Grantdiluted outstanding common stock of Company immediately following the consummation of the merger of Company and Ruthigen, Inc. (the “Merger”) (for purposes of this section, “fully-diluted” assumes exercise of all outstanding options and warrants other than the contingent investor warrants, and the issuance of all shares reserved for issuance under all outstanding equity plans). The Time-Based Grant will be issued , at an a per share exercise price equal to the fair market value per share Fair Market Value (as defined in the Plan) of Common Stock Company’s common stock on the date of grant, which First Option shall be, to the maximum extent permissible, treated as determined by an “incentive stock option” within the Boardmeaning of Section 422 of the Code. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with Twenty five percent (25%) of the shares issued upon the exercise of any unvested portion of the Time-Based Grant to be subject to a repurchase right on the same vesting schedule. All of the option shares issued under the Time-Based Grant (collectively, the “Time-Based First Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will shall vest on the first anniversary of the Start Dategrant date, and the remaining Seventy Five Percent (75% %) of the Time-Based Option Shares will shares shall vest over three years thereafter in equal monthly installments until on the fourth anniversary last day of each of the Start Date; providedforty eight (48) successive months thereafter, provided that Executive remains employed by Company on the vesting date, except as otherwise set forth herein or in the event of a Change of Control, 50% of any unvested Time-Based Plan. The First Option Shares will vest immediately prior to the Change of Controlshall be evidenced in writing by, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth of, the Plan and Company’s standard form of stock option agreement, which agreement shall expire ten (10) years from the date of grant except as otherwise provided in the Company’s 2007 Equity Incentive stock option agreement or the Plan. (ii) On the Commencement Date or as soon as practicable thereafter, as may be amended from time to time Company shall grant Executive an option (the “PlanSecond Option”) to purchase a number of shares of common stock of Company which represent One Percent (1%) of the fully-diluted outstanding common stock of Company following the consummation of the Merger (for purposes of this section, “fully-diluted” assumes exercise of all outstanding options and warrants other than the contingent investor warrants, and the issuance of all shares reserved for issuance under all outstanding equity plans), and associated stock option agreement (collectively the “Equity Documents”). (b) In addition, subject to Board approval which shall be obtained at the first board meeting following your Start Date, the Company will grant to you an option to purchase 1,417,631 shares of the Company’s Common Stock (the “Performance-Based Grant”). The Performance-Based Grant will be issued at an a per share exercise price equal to the fair market value per share Fair Market Value (as defined in the Plan) of Common Stock Company’s common stock on the date of grant, which Second Option shall be, to the maximum extent permissible, treated as determined an “incentive stock option” within the meaning of Section 422 of the Code. In the event that: (A) the Merger is successfully consummated; and (B) within eighteen (18) months following the Merger: (1) Company enters into a transaction in which the Company shall receive net proceeds of at least Fifteen Million Dollars ($15,000,000) of guaranteed non-dilutive funding, or (2) Company consummates an in-license of a post-IND clinical stage asset under terms approved by the Board. You will have , then the right to early exercise Second Option shall fully vest on the Performance-Based Grantdate that the closing of the earlier milestone described in (B)(1) or (B)(2) occurs, in whole provided that Executive remains employed by Company on the vesting date, except as otherwise set forth herein or in partthe Plan. The Second Option shall be evidenced in writing by, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to be and subject to a repurchase right on the same vesting schedule. All terms and conditions of, the Plan and Company’s standard form of stock option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing agreement, which agreement shall expire on the earlier of (xi) eighteen (18) months following the date one month after the achievement Merger if neither of the Transaction Milestone above-referenced milestones have been achieved, or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the vesting of all of the then-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of termination of your employment. (ii) Following the first to occur of ten (x10) completion of an underwritten initial public offering of the Company’s Common Stock pursuant to a registration statement filed and declared effective under the Securities Act of 1933, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, as amended (the “Code”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of years from the date of grant) of , except as otherwise provided in the stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant option agreement or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) abovePlan. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.

Equity. (a) In connection with As a material inducement to accept the commencement Company’s offer of your role as CEO and President, subject to Board approval which shall be obtained at the first board meeting following your Start Dateemployment, the Company will grant recommend to you the Board (or a committee thereof) that the Executive be granted, subject to the Executive’s acceptance of this Agreement and commencement of employment, (i) an option to purchase 2,835,263 250,000 shares of common stock of the Company (the “New Hire Stock Option”) and (ii) a restricted stock unit award for 50,000 shares of common stock of the Company (the “New Hire RSUs” and together with the New Hire Stock Option, the “New Hire Equity Awards”). As an inducement that is material to the Executive’s employment with the Company, the New Hire Equity Awards will be granted to the Executive under the Company’s 2020 Inducement Award Plan (the “Inducement Plan”) pursuant to the inducement grant exception under Nasdaq Rule 5635(c)(4). The New Hire Equity Awards will have the following terms: (A) Subject to the Executive’s continued employment and the terms of the Company’s Common Inducement Plan and the applicable non-qualified stock option agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire Stock Option will be granted as of the grant date, will have a term of ten years and the shares underlying the New Hire Stock Option shall vest in installments over four years with the first installment (representing approximately 25% of the “Time-Based Grant”)shares) vesting on the first anniversary of the grant date and the balance vesting over the next three years thereafter in approximately equal monthly installments. The Time-Based Grant New Hire Stock Option will be issued at have an exercise price equal to the fair market value per closing price of a common share of Common Stock the Company on the date of grant, as determined by Nasdaq Global Select Market on the Boardgrant date. You will have the right to early exercise the Time-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Time-Based Grant to The New Hire Stock Option shall be subject to accelerated vesting of time-based vesting awards in connection with a repurchase right on the same vesting schedule. All termination of the option shares issued under the Time-Based Grant (collectively, the “Time-Based Option Shares”) will initially be unvested. 25% of the Time-Based Option Shares will vest on the first anniversary of the Start Date, and the remaining 75% of the Time-Based Option Shares will vest over three years thereafter in equal monthly installments until the fourth anniversary of the Start Date; provided, that in the event of a Change of Control, 50% of any unvested Time-Based Option Shares will vest immediately prior employment to the Change extent and as provided in Section 8(b) of Control, and additionally, if your employment is terminated at any time after a Change of Control without Cause or for Good Reason, the vesting of all of the then-remaining unvested Time-Based Option Shares will immediately accelerate. The Time-Based Grant will be subject in all other respects to the terms and conditions set forth in the Company’s 2007 Equity Incentive Plan, as may be amended from time to time (the “Plan”), and associated stock option agreement (collectively the “Equity Documents”)this Agreement. (bB) In addition, subject Subject to Board approval which shall be obtained at the first board meeting following your Start Date, Executive’s continued employment and the Company will grant to you an option to purchase 1,417,631 shares terms of the Company’s Common Stock Inducement Plan and the applicable restricted stock unit award agreement entered into by the Executive and the Company pursuant to the Inducement Plan, the New Hire RSUs shall vest in four installments over four years, with one-fourth (1/4) of the “Performance-Based Grant”)New Hire RSUs vesting on each of the first anniversary date of the grant date, the second anniversary date of the grant date, the third anniversary date of the grant date, and the fourth anniversary date of the grant date. The Performance-Based Grant will be issued at an exercise price equal to the fair market value per share of Common Stock on the date of grant, as determined by the Board. You will have the right to early exercise the Performance-Based Grant, in whole or in part, prior to vesting, with the shares issued upon the exercise of any unvested portion of the Performance -Based Grant to New Hire RSUs shall be subject to a repurchase right on the same vesting schedule. All option shares issued under the Performance-Based Grant (collectively the “Performance-Based Option Shares”) will initially be unvested and will be subject to vesting as follows: (i) 354,408 Performance-Based Option Shares (the “Transaction Milestone Performance-Based Option Shares”) will vest over two years in equal monthly installments commencing on the earlier of (x) the date one month after the achievement of the Transaction Milestone or (y) the date one month after the closing of a Change of Control, so that all of the Transaction Milestone Performance-Based Option Shares will be vested on the second anniversary of the achievement of the Transaction Milestone or the second anniversary of Xxxxxxxxx Xxxxx October 2, 2012 the closing of the Change of Control, as applicable; provided, that if your employment is terminated without Cause or for Good Reason at any time after the earlier to occur of the Transaction Milestone or a Change of Control, the accelerated vesting of all of the thentime-remaining unvested Transaction Milestone Performance-Based Option Shares will immediately accelerate as of the date of based vesting awards in connection with a termination of your employment. (iiemployment to the extent and as provided in Section 8(b) Following the first to occur of (x) completion of an underwritten initial public offering of this Agreement. The New Hire Equity Awards and any subsequently granted equity or stock-based awards under the Company’s Common Stock pursuant to a registration statement filed equity incentive plans, including stock options and declared effective under the Securities Act of 1933restricted stock unit awards, as amended (an “IPO”) or (y) a Change of Control ((x) and (y) each, an “Exit Event”): (A) 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $3.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); (B) An additional 354,408 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $5.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like); and (C) An additional 354,407 Performance-Based Option Shares will vest in full upon the achievement of an Exit Value of at least $7.00 (subject to appropriate adjustment for stock splits, combinations, recapitalizations and the like). The Performance-Based Grant will be subject collectively referred to in all other respects to the terms and conditions set forth in the Equity Documents. (c) You acknowledge that any portion of the Time-Based Grant and/or the Performance-Based Grant will be deemed to be “incentive stock options” within the meaning of the Internal Revenue Code of 1986, this Agreement as amended (the “CodeEquity Awards.”), only to the extent permitted under the Code and will otherwise be deemed to be “non qualified” stock options. For example and without limiting the generality of the foregoing, the maximum fair market value (determined as of the date of grant) of stock for which “incentive stock options” may become exercisable within a calendar year is $100,000. (d) If, upon a Change of Control, (i) any portion of your Time-Based Grant or Performance-Based Grant remain unvested but is eligible under the terms set forth in Section 5(a) or 5(b) above for continued or accelerated vesting, and (ii) such unvested portion(s) of the Time-Based Grant or the Performance-Based Grant are not assumed or substituted on substantially the same terms by the acquirer in connection with such Change of Control, then the Time-Based Grant and the Performance-Based Grant will terminate upon the closing of the Change of Control and the portions of the Time-Based Grant or the Performance-Based Grant that were unvested at the time of such closing but eligible for continued or accelerated vesting thereafter will be converted into the right to receive the consideration payable to holders of Common Stock of the Company in such transaction (net of the applicable exercise price), which right will be subject to the vesting and acceleration provisions relating to such Time-Based Grant or Performance-Based Grant set forth in Section 5(a) or 5(b), as applicable. Such consideration Xxxxxxxxx Xxxxx October 2, 2012 will be held in escrow for your benefit and any decisions regarding its disposition or management shall be made by you until released from escrow to you upon vesting or otherwise forfeited by you. For the avoidance of doubt: (i) upon the closing of a Change of Control, the Performance-Based Grant will terminate with respect to the number of Performance-Based Option Shares for which each applicable Exit Value is not achievable if the aggregate potential consideration in such Change of Control would not allow for the achievement of any of the applicable Exit Values set forth in clauses (A) through (C) of Section 5(b)(ii); and (ii) upon an IPO, the Performance-Based Grant will remain outstanding, with all unvested Performance-Based Option Shares eligible for continued or accelerated vesting upon a subsequent Change of Control in accordance with the terms and conditions of Section 5(b), subject to clause (i) above. (e) Notwithstanding anything to the contrary contained in the Plan or hereunder, the Company will not amend or terminate any of the Equity Documents in a manner that impairs your rights thereunder (including without limitation any rights to continued or accelerated vesting, whether before or after a Change of Control) without your prior written consent.